HANCOCK JOHN VARIABLE LIFE INSURANCE CO, 424B3, 1999-08-09

HANCOCK JOHN VARIABLE LIFE INSURANCE CO
424B3, 1999-08-09

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<PAGE>

PROSPECTUS DATED ________, 1999

REVOLUTION VARIABLE ANNUITY
- ---------------------------------------------------------------------------

a deferred combination fixed and variable annuity contract issued by

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY ("JHVLICO")

JOHN HANCOCK ANNUITY SERVICING OFFICE
- ------------------------------------------------
529 Main Street (X-3) Phone: 1-800-
732-5543
Charlestown, MA 02129 Fax: 1-
800-886-3048
- ------------------------------------------------

The contract enables you to earn (1) fixed rates of interest that we guarantee
for stated periods of time ("guarantee periods") and (2) an investment-based
return in the following variable investment options:

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
<S> <C>
V.A. Sovereign Investors John Hancock Advisers, Inc.
V.A. Core Equity . . . Independence Investment Associates, Inc.
Aggressive Balanced . . Independence Investment Associates, Inc.
Fidelity VIP Contrafund Fidelity Management & Research Company
Equity Index . . . . . State Street Global Advisers
Large Cap Value CORE . Goldman Sachs Asset Management
V.A. Financial Industries John Hancock Advisers, Inc.
Large Cap Aggressive Growth Alliance Capital Management L.P.
Fidelity VIP Growth . . Fidelity Management & Research Company
MFS Growth . . . . . . Massachusetts Financial Services Company
Large/Mid Cap Value . . Wellington Management Company, LLP
Mid Cap Blend . . . . . Independence Investment Associates, Inc.
AIM V.I. Value . . . . AIM Advisors, Inc.
MFS Research . . . . . Massachusetts Financial Services Company
AIM V.I. Growth . . . . AIM Advisors, Inc.
Fundamental Mid Cap Growth Oppenheimer Funds, Inc.
Small/Mid Cap CORE . . Goldman Sachs Asset Management
Small/Mid Cap Value . . The Boston Company Asset Management, LLC
Small/Mid Cap Growth . Wellington Management Company, LLP
Small Cap Growth . . . John Hancock Advisers, Inc.
MFS New Discovery . . . Massachusetts Financial Services Company
International Balanced Brinson Partners, Inc.
Templeton International Templeton Investment Counsel, Inc.
International Equity . Goldman Sachs Asset Management
Fidelity VIP Overseas . Fidelity Management & Research Company
Templeton Developing Markets Templeton Asset Management, Ltd.
Short-Term Bond . . . . Independence Investment Associates, Inc.
Bond Index. . . . . . Mellon Bond Associates, LLP
V.A. Bond . . . . . . . John Hancock Advisers, Inc.
V.A. Strategic Income . John Hancock Advisers, Inc.
High Yield Bond . . . Wellington Management Company, LLP
V.A. Money Market . . . John Hancock Advisers, Inc.
- -------------------------------------------------------------------------------------------------
</TABLE>

We may offer additional variable investment options in the future.
<PAGE>

For each variable investment option you select, we invest your money in a
corresponding "Fund." The currently available "Funds" include certain Funds,
Portfolios or Series of the John Hancock Declaration Trust, the John Hancock
Variable Series Trust I, the AIM Variable Insurance Funds, Inc., the Templeton
Variable Product Series Fund, Fidelity's Variable Insurance Products Fund and
Variable Insurance Products Fund II, and the MFS Variable Insurance Trust
(together, "the Trusts").

Each Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). Each of the Trusts' "Funds" is a
separately managed investment portfolio that has its own investment objective
and strategies. Attached at the end of this prospectus is a prospectus for each
Trust and each individual Fund that contains detailed information about each
available Fund. Be sure to read the prospectuses for the Trusts and the
individual Funds before selecting any variable investment option.

For amounts you don't wish to invest in a variable investment option, you can
choose among several guarantee periods, each of which has its own guaranteed
interest rate and expiration date. If you remove money from a guarantee period
prior to its expiration, however, we may increase or decrease your contract's
value to compensate for changes in interest rates that may have occurred
subsequent to the beginning of that guarantee period. This is known as a "market
value adjustment."

************************************************************************

The SEC has not approved or disapproved the contracts, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Contracts are not deposits or obligations of, or insured, endorsed, or
guaranteed by the U.S. Government, any bank, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency, entity or person,
other than JHVLICO. They involve investment risks including the possible loss
of principal.

The contracts are not available in all states. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in
any state to any person to whom it is unlawful to make or solicit an offer in
that state.

<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
contract or exercise any of your rights under the contract. We have arranged
the prospectus in the following way:

. The first section contains an "INDEX OF KEY WORDS."

. Behind the index is the "FEE TABLE." This section highlights the
various fees and expenses you will pay directly or indirectly, if you
purchase a contract.

. The next section is called "BASIC INFORMATION." It contains basic
information about the contract presented in a question and answer
format. You should read the Basic Information before reading any
other section of the prospectus.

. Behind the Basic Information is "ADDITIONAL INFORMATION." This
section gives more details about the contract. It generally does not
repeat information contained in the Basic Information.

. "CONDENSED FINANCIAL INFORMATION" follows the "Additional
Information." This gives some basic information about the size and
past performance of the variable investment options.

The Trusts' prospectuses are attached at the end of this prospectus. You
should save these prospectuses for future reference.

IMPORTANT NOTICES

This is the prospectus - it is not the contract. The prospectus simplifies
many contract provisions to better communicate the contract's essential
features. Your rights and obligations under the contract will be determined by
the language of the contract itself. On request, we will provide the form of
contract for you to review. In any event, when you receive your contract, we
suggest you read it promptly.

We've also filed with the SEC a "Statement of Additional Information," dated
_______, 1999. This Statement contains detailed information not included in
the prospectus. Although a separate document from this prospectus, the
Statement of Additional Information has the same legal effect as if it were a
part of this prospectus. We will provide you with a free copy of the Statement
upon your request. To give you an idea what's in the Statement, we have
included a copy of the Statement's table of contents on page __.
- -------------------------------------------------------------------------------

<PAGE>

INDEX OF KEY WORDS

We define or explain each of the following key words used in this prospectus
on the pages shown below:

KEY WORD PAGE

Accumulation units...................................
Annuitant............................................
Annuity payments.....................................
Annuity period.......................................
Contract year........................................
Date of issue........................................
Date of maturity.....................................
Free withdrawal amount...............................
Funds................................................
Guarantee periods....................................cover
Investment options...................................
Market value adjustment..............................
Premium payments.....................................
Surrender value......................................
Surrender............................................
Variable investment options..........................cover
Withdrawal charge....................................
Withdrawal...........................................

<PAGE>

FEE TABLE

The following fee table shows the various fees and expenses that you will pay,
either directly or indirectly, if you purchase a contract. The table does not
include charges for premium taxes (which may vary by state) or fees for any
optional benefit riders that you select.

OWNER TRANSACTION EXPENSES AND ANNUAL CONTRACT FEE

.Maximum Withdrawal Charge (as % of amount withdrawn) 7%
.Annual Contract Fee (applies only to contracts of less than $50,000) $30

ANNUAL CONTRACT EXPENSES (AS A % OF THE AVERAGE TOTAL VALUE OF THE CONTRACT)

.Mortality and Expense Risk Charge 1.15%

This charge doesn't apply to amounts held in the guarantee periods.

ANNUAL FUND EXPENSES (BASED ON % OF AVERAGE NET ASSETS)

The Funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each Fund and reduce the investment
return of each Fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select.

The figures in the following table for the Funds of the John Hancock Variable
Series Trust I are expressed as percentages (rounded to two decimal places) of
each Fund's average daily net assets for 1998. The percentages reflect the
investment management fees currently payable and the 1998 other fund expenses
allocated to the Fund (except that the "other fund expenses absent
reimbursement" for the Aggressive Balanced, Large Cap Value CORE, Large Cap
Aggressive Growth, Large/Mid Cap Value, Mid Cap Blend, Fundamental Mid Cap
Growth, Small/Mid Cap Value, and International Equity Funds cannot be reasonably
estimated as of the date of this prospectus because those Funds were not in
operation prior to that date).

<TABLE>
<CAPTION>
OTHER FUND
EXPENSES AFTER TOTAL FUND OTHER FUND
MANAGEMENT REIMBURSEMENT EXPENSES AFTER EXPENSES ABSENT
FUND NAME FEES (1) REIMBURSEMENT REIMBURSEMENT
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Aggressive Balanced 0.68% 0.10% 0.78% N/A
- ------------------------------------------------------------------------------------------------
Equity Index 0.14% 0.08% 0.22% 0.08%
- ------------------------------------------------------------------------------------------------
Large Cap Value CORE 0.75% 0.10% 0.85% N/A
- ------------------------------------------------------------------------------------------------
Large Cap Aggressive 1.00% 0.10% 1.10% N/A
Growth
- ------------------------------------------------------------------------------------------------
Large/Mid Cap Value 0.95% 0.10% 1.05% N/A
- ------------------------------------------------------------------------------------------------
Mid Cap Blend 0.75% 0.10% 0.85% N/A
- ------------------------------------------------------------------------------------------------
Fundamental Mid Cap Growth 0.85% 0.10% 0.95% N/A
- ------------------------------------------------------------------------------------------------
Small/Mid Cap CORE 0.80% 0.10% 0.90% 0.23%
- ------------------------------------------------------------------------------------------------
Small/Mid Cap Value 0.95% 0.10% 1.05% N/A
- ------------------------------------------------------------------------------------------------
Small/Mid Cap Growth 0.75% 0.05% 0.80% 0.05%
- ------------------------------------------------------------------------------------------------
Small Cap Growth 0.75% 0.08% 0.83% 0.08%
- ------------------------------------------------------------------------------------------------
International Balanced 0.85% 0.10% 0.95% 0.64%
- ------------------------------------------------------------------------------------------------
International Equity 1.00% 0.10% 1.10% N/A
- ------------------------------------------------------------------------------------------------
Short-Term Bond 0.30% 0.05% 0.35% 0.05%
- ------------------------------------------------------------------------------------------------
Bond Index 0.15% 0.05% 0.20% 0.05%
- ------------------------------------------------------------------------------------------------
High Yield Bond 0.65% 0.07% 0.72% 0.07%
- ------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1) John Hancock Mutual Life Insurance Company reimburses a Fund when the
Fund's other fund expenses exceed 0.10% of the Fund's average daily net
assets.

The figures in the following table for the Funds of the John Hancock
Declaration Trust are expressed as percentages of each Fund's average daily net
asssets for 1998 (rounded to two decimal places). The percentages reflect the
investment management fees currently payable and the 1998 other fund expenses
allocated to the John Hancock Declaration Trust.

<TABLE>
<CAPTION>
OTHER FUND
EXPENSES AFTER TOTAL FUND OTHER FUND
MANAGEMENT REIMBURSEMENT EXPENSES AFTER EXPENSES ABSENT
FUND NAME FEES (2) REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors 0.60% 0.14% 0.74% 0.14%
- --------------------------------------------------------------------------------------------------------------------
V.A. Core Equity 0.70% 0.25% 0.95% 0.25%
- --------------------------------------------------------------------------------------------------------------------
V.A. Financial Industries 0.80% 0.12% 0.92% 0.12%
- --------------------------------------------------------------------------------------------------------------------
V.A. Bond 0.50% 0.25% 0.75% 0.84%
- --------------------------------------------------------------------------------------------------------------------
V.A. Strategic Income 0.60% 0.25% 0.85% 0.33%
- --------------------------------------------------------------------------------------------------------------------
V.A. Money Market 0.50% 0.24% 0.74% 0.24%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(2)John Hancock Funds, Inc., has agreed to limit temporarily other expenses
of each Fund to 0.25% of the Fund's average daily assets.

The following table for the Funds of the Variable Insurance Products Fund and
the Variable Insurance Products Fund II states the total management fee and the
total annual Service Class operating expense, as percentage (rounded to two
decimal places) of each class's average net assets, for each Fund for the fiscal
year ended December 31, 1998. The total class operating expenses do not reflect
the effect of any reduction of certain expenses during the period.

<TABLE>
<CAPTION>
OTHER CLASS TOTAL CLASS
MANAGEMENT OPERATING OPERATING
FUND NAME FEES EXPENSES EXPENSES(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity VIP Contrafund 0.59% 0.21% 0.80%
- --------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth 0.59% 0.21% 0.80%
- --------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas 0.74% 0.27% 1.01%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(3)Fidelity Management & Research Company has volutarily agreed to reimburse
the Service Class of the Funds to the extent that total operating expenses
(excluding interest, taxes, securites lending fees, brokerage commissions
and extraordinary expenses), as a percentage of their respective average
net assets, exceed 1.10% for the Contrafund and 1.60% for the Growth and
Overseas Funds. If certain expense reductions resulting from the use of
brokerage commissions and uninvested cash balances were included, the above
operating expense percentages would have been reduced by 0.05% for the
Contrafund and Growth Fund and 0.04% for the Overseas Fund.

The following table for the Funds of the Templeton Variable Products Series
Fund shows the management fees and other fund expenses for each Fund for the
fiscal year ended December 31, 1998. The figures in the table are expressed as
percentages (rounded to two decimal places) of each Fund's average daily net
assets for 1998.
<TABLE>
<CAPTION>

MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
<S> <C> <C> <C>
- --------------------------------------------------------------------------
Templeton International 0.69% 0.42% 1.11%
- --------------------------------------------------------------------------
Templeton Developing Markets 1.25% 0.66% 1.91%
- --------------------------------------------------------------------------
</TABLE>

The following table for the Funds of the MFS Variable Insurance Trust shows
the management fees and other fund expenses for each Fund for the fiscal year
ended December 31, 1998. The figures in the table are expressed as percentages
(rounded to two decimal places) of each Fund's average daily net assets for
1998.

<TABLE>
<CAPTION>
TOTAL FUND OTHER
OTHER FUND EXPENSES AFTER FUND
MANAGEMENT EXPENSES AFTER REIMBURSEMENT EXPENSES
FUND NAME FEES REIMBURSEMENT (4) ABSENT
REIMBURSEMENT
(5)
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
MFS Growth 0.75% 0.25% 1.00% 3.28%
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Research 0.75% 0.11% 0.86% 0.11%
- ------------------------------------------------------------------------------------------------------------------------------------

MFS New Discovery 0.90% 0.27% 1.17% 4.32%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(4)Each Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with
its custodian and dividend disbursing agent. Each Fund may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the Fund's expenses. Expenses do not
take into account these expense reductions, and are therefore higher than
the actual expenses of the Fund.

(5)Massachusetts Financial Services Company has contractually agreed to bear
expense for the Fund, subject to reimbursement by the Fund, such that each
such Fund's "other fund expenses" shall not exceed 0.25% of the average
daily net assets of the Fund during the current fiscal year.

The following table for the Funds of the AIM Variable Insurance Funds, Inc.,
shows the management fees and other fund expenses for each Fund for the fiscal
year ended December 31, 1998. The figures in the table are expressed as
percentages (rounded to two decimal places) of each Fund's average daily net
assets for 1998.
<TABLE>
<CAPTION>

MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
<S> <C> <C> <C>
- -------------------------------------------------------------------
AIM V.I. Value 0.64% 0.08% 0.72%
- -------------------------------------------------------------------
AIM V.I. Growth 0.61% 0.05% 0.66%
- -------------------------------------------------------------------
</TABLE>

<PAGE>

We may receive payments from a Fund or its affiliates at an annual rate of up
to approximately .25% of the average net assets that holders of our variable
life insurance policies and variable annuity contracts have invested in that
Fund. Any such payments do not, however, result in any charge to you in
addition to what is disclosed in the above tables.

<PAGE>

EXAMPLES*

If you "surrender" (turn in) your contract at the end of the applicable time
period, you would pay the following current expenses, directly or indirectly, on
a $1,000 investment allocated to one of the variable investment options,
assuming a 5% annual return on assets:

1 YEAR 3 YEARS
- --------------------------------------------------------
V.A. Sovereign Investors $85 $111
- --------------------------------------------------------
V.A. Core Equity $87 $117
- --------------------------------------------------------
Aggressive Balanced $85 $112
- --------------------------------------------------------
Fidelity VIP Contrafund $85 $112
- --------------------------------------------------------
Equity Index $80 $95
- --------------------------------------------------------
Large Cap Value CORE $86 $114
- --------------------------------------------------------
V.A. Financial Industries $87 $116
- --------------------------------------------------------
Large Cap Aggressive Growth $88 $121
- --------------------------------------------------------
Fidelity VIP Growth $85 $112
- --------------------------------------------------------
MFS Growth $87 $118
- --------------------------------------------------------
Large/Mid Cap Value $88 $120
- --------------------------------------------------------
Mid Cap Blend $86 $114
- --------------------------------------------------------
AIM V.I. Value $85 $110
- --------------------------------------------------------
MFS Research $86 $114
- --------------------------------------------------------
AIM V.I. Growth $84 $108
- --------------------------------------------------------
Fundamental Mid Cap Growth $87 $117
- --------------------------------------------------------
Small/Mid Cap CORE $86 $115
- --------------------------------------------------------
Small/Mid Cap Value $88 $120
- --------------------------------------------------------
Small/Mid Cap Growth $85 $112
- --------------------------------------------------------
Small Cap Growth $86 $113
- --------------------------------------------------------
MFS New Discovery $89 $123
- --------------------------------------------------------
International Balanced $87 $117
- --------------------------------------------------------
Templeton International $88 $121
- --------------------------------------------------------
International Equity $88 $121
- --------------------------------------------------------
Fidelity VIP Overseas $87 $118
- --------------------------------------------------------
Templeton Developing Markets $96 $144
- --------------------------------------------------------
Short-Term Bond $81 $99
- --------------------------------------------------------
Bond Index $80 $94
- --------------------------------------------------------
V.A. Bond $85 $111
- --------------------------------------------------------
V.A. Strategic Income $84 $109
- --------------------------------------------------------
High Yield Bond $85 $110
- --------------------------------------------------------
V.A. Money Market $85 $111
- --------------------------------------------------------

<PAGE>

If you commence receiving payments under one of our annuity payment options at
the end of the applicable time period, or if you do not surrender your contact,
you would pay the following current expenses, directly or indirectly, on a
$1,000 investment allocated to one of the variable investment options, assuming
5% annual return on assets.

1 YEAR 3 YEARS
- ---------------------------------------------------
V.A. Sovereign Investors $20 $61
- ---------------------------------------------------
V.A. Core Equity $22 $67
- ---------------------------------------------------
Aggressive Balanced $20 $62
- ---------------------------------------------------
Fidelity VIP Contrafund $20 $63
- ---------------------------------------------------
Equity Index $14 $45
- ---------------------------------------------------
Large Cap Value CORE $21 $64
- ---------------------------------------------------
V.A. Financial Industries $22 $66
- ---------------------------------------------------
Large Cap Aggressive Growth $23 $72
- ---------------------------------------------------
Fidelity VIP Growth $20 $63
- ---------------------------------------------------
MFS Growth $22 $69
- ---------------------------------------------------
Large/Mid Cap Value $23 $70
- ---------------------------------------------------
Mid Cap Blend $21 $64
- ---------------------------------------------------
AIM V.I. Value $19 $60
- ---------------------------------------------------
MFS Research $21 $65
- ---------------------------------------------------
AIM V.I. Growth $19 $58
- ---------------------------------------------------
Fundamental Mid Cap Growth $22 $67
- ---------------------------------------------------
Small/Mid Cap CORE $21 $66
- ---------------------------------------------------
Small/Mid Cap Value $23 $70
- ---------------------------------------------------
Small/Mid Cap Growth $20 $63
- ---------------------------------------------------
Small Cap Growth $21 $64
- ---------------------------------------------------
MFS New Discovery $24 $74
- ---------------------------------------------------
International Balanced $22 $67
- ---------------------------------------------------
Templeton International $23 $72
- ---------------------------------------------------
International Equity $23 $72
- ---------------------------------------------------
Fidelity VIP Overseas $22 $69
- ---------------------------------------------------
Templeton Developing Markets $31 $96
- ---------------------------------------------------
Short-Term Bond $16 $49
- ---------------------------------------------------
Bond Index $14 $44
- ---------------------------------------------------
V.A. Bond $20 $61
- ---------------------------------------------------
V.A. Strategic Income $21 $64
- ---------------------------------------------------
High Yield Bond $19 $60
- ---------------------------------------------------
V.A. Money Market $20 $61
- ---------------------------------------------------

* THESE EXAMPLES DO NOT INCLUDE ANY APPLICABLE PREMIUM TAXES OR ANY FEES
FOR OPTIONAL BENEFIT RIDERS. THE EXAMPLES SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF PAST OR FUTURE EXPENSES; ACTUAL CHARGES MAY BE GREATER
OR LESS THAN THOSE SHOWN ABOVE. THE EXAMPLES ASSUME FUND EXPENSES AT
RATES SET FORTH ABOVE FOR 1998, AFTER REIMBURSEMENTS. THE ANNUAL CONTRACT
FEE HAS BEEN INCLUDED AS AN ANNUAL PERCENTAGE OF ASSETS.

<PAGE>

BASIC INFORMATION

This "Basic Information" section provides answers to commonly asked questions
about the contract. Here are the page numbers where the questions and answers
appear:

QUESTION PAGES TO SEE
-------- ------------

What is the contract?. . . . . . . . . . . . . . . .

Who owns the contract?. . . . . . . . . . . . . . .

Is the owner also the annuitant?. . . . . . . . . .

How can I invest money in a contract?. . . . . . . .

How will the value of my investment in the contract change over time?

What annuity benefits does the contract provide?. .

What are the tax consequences of owning a contract?.

Can I change my contract's investment options?. . .

What fees and charges will be deducted from my contract?

How can I withdraw money from my contract?. . . . .

What happens if the annuitant dies before my contract's date of maturity?

What other benefits can I purchase under a contract?

Can I return my contract?. . . . . . . . . . . . . .

<PAGE>

WHAT IS THE CONTRACT?

The contract is a "deferred payment variable annuity contract." An annuity
contract provides a person (known as the "annuitant" or "payee") with a series
of periodic payments. Because this contract is also a deferred payment contract,
the annuity payments will begin on a future date, called the contract's "date of
maturity." Under a variable annuity contract, the amount you have invested can
increase or decrease in value daily based upon the value of the variable
investment options chosen. If your annuity is provided under a master group
contract, the term "contract" as used in this prospectus refers to the
certificate you will be issued and not to the master group contract.

WHO OWNS THE CONTRACT?

That's up to you. Unless the contract provides otherwise, the owner of the
contract is the person who can exercise the rights under the contract, such as
the right to choose the investment options or the right to surrender the
contract. In many cases, the person buying the contract will be the owner.
However, you are free to name another person or entity (such as a trust) as
owner. In writing this prospectus, we've assumed that you, the reader, are the
person or persons entitled to exercise the rights and obligations under
discussion. If a contract has joint owners, both must join in any written
notice or request.

IS THE OWNER ALSO THE ANNUITANT?

Again, that's up to you. The annuitant is the person upon whose death the
contract's death benefit becomes payable. Also, the annuitant receives payments
from us under any annuity option that commences during the annuitant's lifetime.
In many cases, the same person is both the annuitant and the owner of a
contract. However, you are free to name another person as annuitant or joint
annuitant. You could also name as joint annuitants two persons other than
yourself.

HOW CAN I INVEST MONEY IN A CONTRACT?

PREMIUM PAYMENTS

We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a $5,000 initial premium payment to
purchase a contract. If you purchase your contract under any of the
tax-qualified plans shown on page __ or if you purchase your contract through
the annuity direct deposit program, different minimums will apply. If you choose
to contribute more money into your contract, each subsequent premium payment
must be at least $200 ($100 for the annuity direct deposit program). If your
contract's total value ever falls to zero, we may terminate it. Therefore, you
may need to pay more premiums to keep the contract in force.

<PAGE>

APPLYING FOR A CONTRACT

An authorized representative of the broker-dealer or financial institution
through whom you purchase your contract will assist you in (1) completing an
application or placing an order for a contract and (2) transmitting it, along
with your initial premium payment, to the John Hancock Annuity Servicing Office.

Once we receive your initial premium payment and all necessary information, we
will issue your contract and invest your initial premium payment within two
business days. If the information is not in good order, we will contact you to
get the necessary information. If for some reason, we are unable to complete
this process within 5 business days, we will either send back your money or get
your permission to keep it until we get all of the necessary information.

In certain situations, we will issue a contract upon receiving the order of
your broker-dealer or financial institution but delay the effectiveness of the
contract until we receive your signed application. (What we mean by "delaying
effectiveness" is that we will not allow allocations to the variable investment
options until we receive your signed application.) In those situations, if we do
not receive your signed application within our required time period, we will
deem the contract void from the beginning and return your premium payment.

We measure the years and anniversaries of your contract from its date of
issue. We use the term "contract year" to refer to each period of time between
anniversaries of your contract's date of issue.

LIMITS ON PREMIUM PAYMENTS

You can make premium payments of up to $1,000,000 in any one contract year.
The total of all new premium payments and transfers that you allocate to any
one variable investment option in any one contract year may not exceed
$1,000,000. While the annuitant is alive and the contract is in force, you can
make premium payments at any time before the date of maturity. However,

<TABLE>
<CAPTION>
<S> <C>
YOU MAY NOT MAKE ANY
IF YOUR CONTRACT IS USED TO FUND PREMIUM PAYMENTS AFTER THE
ANNUITANT REACHES AGE
- -----------------------------------------------------------------------------------------------------
a "tax qualified plan"* 70 1/2**
- -----------------------------------------------------------------------------------------------------
a non-tax qualified plan 8
5
- -----------------------------------------------------------------------------------------------------
</TABLE>

* as that term is used in "Tax Information," beginning on page __.
** except for a ROTH IRA, which has no age limit.

We will not issue a contract if the proposed annuitant is older than age 84.
We may waive any of these limits, however.

<PAGE>

WAYS TO MAKE PREMIUM PAYMENTS

Premium payments made by check or money order must be:

. drawn on a U.S. bank,

. drawn in U.S. dollars, and

. made payable to "John Hancock."

Premium payments after the initial premium payment should be sent to the John
Hancock Annuity Servicing Office at one of the addresses shown on page 1 of this
prospectus. We will also accept premium payments by wire. We will accept your
initial premium payment by exchange from another insurance company. You can
find information about wire payments under "Premium payments by wire," below.
You can find information about other methods of premium payment by contacting
your broker-dealer or by contacting the John Hancock Annuity Servicing Office.

Once we have issued your contract and it becomes effective, we credit you with
any additional premiums you pay as of the day we receive them at the John
Hancock Annuity Servicing Office.

PREMIUM PAYMENTS BY WIRE

If you purchase your contract through a broker-dealer firm or financial
institution, you may transmit your initial premium payment by wire order. Your
wire orders must include information necessary to allocate the premium payment
among your selected investment options.

If your wire order is complete, we will invest the premium payment in your
selected investment options as of the day we received the wire order. If the
wire order is incomplete, we may hold your initial premium payment for up to 5
business days while attempting to obtain the missing information. If we can't
obtain the information within 5 business days, we will immediately return your
premium payment, unless you tell us to hold the premium payment for 5 more days
pending completion of the application. Nevertheless, until we receive and
accept a properly completed and signed application, we will not:

. issue a contract;

. accept premium payments; or

. allow other transactions.

After we issue your contract, subsequent premium payments may be transmitted
by wire through your bank. Information about our bank, our account number, and
the ABA routing

<PAGE>

number may be obtained from the John Hancock Annuity Servicing Office. Banks
may charge a fee for wire services.

HOW WILL THE VALUE OF MY INVESTMENT IN THE CONTRACT CHANGE OVER TIME?

Prior to a contract's date of maturity, the amount you've invested in any
VARIABLE INVESTMENT OPTION will increase or decrease based upon the investment
experience of the corresponding Fund. Except for certain charges we deduct,
your investment experience will be the same as if you had invested in the Fund
directly and reinvested all Fund dividends and distributions in additional
shares.

Like a regular mutual fund, each Fund deducts investment management fees and
other operating expenses. These expenses are shown in the fee table beginning
on page __. However, unlike a mutual fund, we will also deduct charges relating
to the annuity guarantees and other features provided by the contract. These
charges reduce your investment performance and the amount we have credited to
your contract in any variable investment option. We describe these charges
under "What charges will be deducted from my contract?" beginning on page __.

The amount you've invested in a GUARANTEE PERIOD will earn interest at the
rate we have set for that period. The interest rate depends upon the length of
the guarantee period you select. We currently make available various guarantee
periods with durations of up to ten years. As long as you keep your money in a
guarantee period until its expiration date, we bear all the investment risk on
that money.

However, if you prematurely transfer, "surrender" or otherwise withdraw money
from a guarantee period we will increase or reduce the remaining value in your
contract by an amount that approximates the impact that any changes in interest
rates would have had on the market value of a debt instrument with terms
comparable to that guarantee period. This "market value adjustment" (or "MVA")
imposes investment risks on you. We describe how the market value adjustments
work in "Calculation of market value adjustment ("MVA")" beginning on page __.

At any time before the date of maturity, the "TOTAL VALUE OF YOUR CONTRACT"
equals

. the total amount you invested,

. minus all charges we deduct,

. minus all withdrawals you have made,

. plus or minus any positive or negative MVAs that we have made at the
time of any premature withdrawals or transfers you have made from a
guarantee period,

. plus or minus each variable investment option's positive or negative
investment return that we credit daily to any of your contract's
value while it is in that option, and

<PAGE>

. plus the interest we credit to any of your contract's value while it
is in a guarantee period.

WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

If your contract is still in effect on its date of maturity, it enters what is
called the "annuity period". During the annuity period, we make a series of
fixed or variable payments to you as provided under one of our several annuity
options. The form in which we will make the annuity payments, and the
proportion of such payments that will be on a fixed basis and on a variable
basis, depend on the elections that you have in effect on the date of maturity.
Therefore you should exercise care in selecting your date of maturity and your
choices that are in effect on that date.

You should carefully review the discussion under "The annuity period,"
beginning on page __, for information about all of these choices you can make.

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

In most cases, no income tax will have to be paid on amounts you earn under a
contract until these earnings are paid out. All or part of the following
distributions from a contract may constitute a taxable payout of earnings:

. partial withdrawal

. full withdrawal ("surrender")

. payment of death benefit proceeds as a single sum upon the
annuitant's death

. periodic payments under one of our annuity payment options

In addition, if you elect the accumulated value enhancement rider, the
Internal Revenue Service might take the position that the annual charge for this
rider is deemed a withdrawal from the contract which is subject to income tax
and, if applicable, the special 10% penalty tax for withdrawals before the age
of 59 1/2.

How much you will be taxed on a distribution is based upon complex tax rules
and depends on matters such as

. the type of the distribution,

. when the distribution is made,

. the nature of any tax qualified retirement plan for which the
contract is being used, if any, and

<PAGE>

. the circumstances under which the payments are made.

If your contract is issued in connection with a tax-qualified retirement plan,
all or part of your premium payments may be tax-deductible.

Special 10% tax penalties apply in many cases to the taxable portion of any
distributions from a contract before you reach age 59 1/2. Also, most
tax-qualified plans require that distributions from a contract commence and/or
be completed by a certain period of time. This effectively limits the period of
time during which you can continue to derive tax deferral benefits from any
tax-deductible premiums you paid or on any earnings under the contract.

CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

ALLOCATION OF PREMIUM PAYMENTS

When you apply for your contract, you specify the variable investment options
or guarantee periods (together, your "investment options") in which your premium
payments will be allocated. You may change this investment allocation for
future premium payments at any time. Any change in allocation will be effective
as of receipt of your request at the John Hancock Annuity Servicing Office.

Currently, you may use a maximum of 18 investment options over the life of
your contract. For purposes of this limit, each contribution or transfer of
assets into a variable investment option or guarantee period that you are not
then using or have not previously used counts as one "use" of an investment
option. Renewing a guarantee period upon its expiration does not count as a new
use, however, if the new guarantee period has the same number of years as the
expiring one.

TRANSFERRING YOUR ASSETS

Up to 12 times during each year of your contract, you may transfer, free of
any charge,

. all or part of the assets held in one VARIABLE INVESTMENT OPTION to
any other available variable investment option or guarantee period,
or

. all or part of the assets held in one GUARANTEE PERIOD to any other
available guarantee period or variable investment option.

Currently, we impose no charge for transfers of more than 12 per contract year.
However, we reserve the right to impose a charge of up to $25 on any transfers
in excess of the 12 free transfers or to prohibit any such transfers altogether.
Transfers under our strategic rebalancing or dollar-cost averaging programs do
not count toward the 12 you are allowed each year. However, you may not

. transfer more than $1,000,000 in a contract year from any one
variable investment option or guarantee period, without our prior
approval,

<PAGE>

. make any transfer that would cause you to exceed the above-mentioned
maximum of 18 investment options,

. make any transfers, during the annuity period, to or from a guarantee
period, or

. make any transfer during the annuity period that would result in more
than four investment options being used at once.
We reserve the right to prohibit a transfer less than 30 days prior to the
contract's date of maturity.

The contract you are purchasing was not designed for professional market
timing organizations or other persons that use programmed, large, or frequent
transfers. The use of such transfers may be disruptive to a Fund. We reserve
the right to reject any premium payment or transfer request from any person, if
in our judgment, a Fund would be unable to invest effectively in accordance with
its investment objectives and policies, or would otherwise be potentially
adversely affected.

PROCEDURE FOR TRANSFERRING YOUR ASSETS

You may request a transfer in writing or, if you have authorized telephone
transfers, by telephone or fax. All transfer requests should be directed to the
John Hancock Annuity Servicing Office at the one of the locations shown on page
1. Your request should include

. your name,

. daytime telephone number,

. contract number,

. the names of the investment options to and from which assets are
being transferred, and

. the amount of each transfer.

The request becomes effective on the day we receive your request, in proper
form, at the John Hancock Annuity Servicing Office.

TELEPHONE TRANSFERS

Once you have completed a written authorization, you may request a transfer by
telephone or by fax. If the fax request option becomes unavailable, another
means of telecommunication will be substituted.

<PAGE>

We employ procedures which provide safeguards against the execution of
unauthorized transactions, and which are reasonably designed to confirm that
instructions received by telephone are genuine. These procedures include
requiring personal identification, tape recording calls, and providing written
confirmation to the owner. If we do not employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, we may be liable for
any loss due to unauthorized or fraudulent instructions.

As noted above under "Transferring your assets", the contract you are
purchasing was not designed for professional market timing organizations or
other persons that use programmed, large, or frequent transfers. For reasons
such as that, we reserve the right to change our telephone transaction policies
or procedures at any time. We also reserve the right to suspend or terminate the
privilege altogether.

DOLLAR-COST AVERAGING PROGRAM

You may elect, at no cost, to automatically transfer assets from any variable
investment option to one or more other variable investment options on a monthly,
quarterly, semiannual, or annual basis. The following conditions apply to the
dollar-cost averaging program:

. You may elect the program only if the total value of your contract
equals $15,000 or more.

. The amount of each transfer must equal at least $250.

. You may change your dollar-cost averaging instructions at any time in
writing or, if you have authorized telephone transfers, by telephone.

. You may discontinue the program at any time.

. The program automatically terminates when the variable investment
option from which we are taking the transfers has been exhausted.

. Automatic transfers to or from guarantee periods are not permitted.

. We reserve the right to terminate the program at any time.

STRATEGIC REBALANCING

This program automatically re-sets the percentage of your account value
allocated to the variable investment options. Over time, the variations in the
investment results for each variable investment option you've elected will shift
the percentage allocations among them. The strategic rebalancing program will
periodically transfer your account value among the variable investment options
to reestablish the preset percentages you have chosen. Strategic rebalancing
would usually result in transferring amounts from a variable investment option
with relatively higher investment performance since the last rebalancing to one
with relatively lower

<PAGE>

investment performance. However, rebalancing can also result in transfering
amounts from a variable investment option with relatively lower current
investment performance to one with relatively higher current investment
performance.

This program can be elected in the application or by sending the appropriate
form to our Annuity Servicing Office. You must specify the frequency for
rebalancing (monthly, quarterly, semi-annually or annually), the preset
percentage for each variable investment option, and a future beginning date.

Once elected, strategic rebalancing will continue until we receive notice of
cancellation of the option or notice of the death of the insured person.

The guarantee periods do not participate in and are not affected by strategic
rebalancing. We reserve the right to modify, terminate or suspend the strategic
rebalancing program at any time.

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

MORTALITY AND EXPENSE RISK CHARGE

We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts. On an annual basis, this
charge equals 1.15% of the value of the assets you have allocated to the
variable investment options. (This charge does not apply to assets you have in
our guarantee periods.)

In return for the mortality risk charge, we assume the risk that annuitants as
a class will live longer than expected, requiring us to pay a greater number of
annuity payments. In return for the expense risk charge, we assume the risk
that our expenses relating to the contracts may be higher than we expected when
we set the level of the contracts' other fees and charges, or that our revenues
from such other sources will be less than expected.

ANNUAL CONTRACT FEE

Prior to the date of maturity of your contract, we will deduct $30 each year
from your contract if it has a total value on the contract anniversary of less
than $50,000. We deduct this annual contract fee at the beginning of each
contract year after the first contract year. We also deduct it if you surrender
your contract. We take the deduction proportionally from each variable
investment option and each guarantee period you are then using. We reserve the
right to increase the annual contract fee to up to $50.

PREMIUM TAXES

We make deductions for any applicable premium or similar taxes based on the
amount of a premium payment. Currently, certain states assess a tax of up to 5%
of each premium payment.

In most cases, we deduct a charge in the amount of the tax from the total
value of the contract only at the time of annuitization, death, surrender, or
withdrawal. We reserve the right, however,

<PAGE>

to deduct the charge from each premium payment at the time it is made. We
compute the amount of the charge by multiplying the applicable premium tax
percentage times the amount you are withdrawing, surrendering, annuitizing or
applying to a death benefit.

WITHDRAWAL CHARGE

If you withdraw some of your premiums from your contract prior to the date of
maturity ("partial withdrawal") or if you surrender (turn in) your contract, in
its entirety, for cash prior to the date of maturity ("total withdrawal" or
"surrender"), we may assess a withdrawal charge. Some people refer to this
charge as a "contingent deferred sales load." We use this charge to help defray
expenses relating to the sales of the contracts, including commissions paid and
other distribution costs.

Free withdrawal amounts: If you have any profit in your contract, you can
-----------------------
always withdraw that profit without any withdrawal charge. By "profit," we mean
the amount by which your contract's total value exceeds the premiums you have
paid and have not (as discussed below) already withdrawn. If your contract
doesn't have any profit (or you have withdrawn it all) you can still make
charge-free withdrawals, unless and until all of your withdrawals during the
same contract year exceed 10% of all of the premiums you have paid to date.

Here's how we determine the charge: If the amount you withdraw or surrender
----------------------------------
totals more than the free withdrawal amount during the contract year, we will
assess a withdrawal charge on any amount of the excess that we attribute to
premium payments you made within seven years of the date of the withdrawal or
surrender.

The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:

YEARS FROM DATE OF PREMIUM PAYMENT TO
DATE OF SURRENDER OR WITHDRAWAL WITHDRAWAL CHARGE*
- ------------------------------------- ------------------
- ------------------------------------------------------------
7 or more . . . . . . . . . . . . . 0%
- ------------------------------------------------------------
6 but less than 7 . . . . . . . . . 1%
- ------------------------------------------------------------
5 but less than 6 . . . . . . . . . 2%
- ------------------------------------------------------------
4 but less than 5 . . . . . . . . . 3%
- ------------------------------------------------------------
3 but less than 4 . . . . . . . . . 4%
- ------------------------------------------------------------
2 but less than 3 . . . . . . . . . 5%
- ------------------------------------------------------------
1 but less than 2 . . . . . . . . . 6%
- ------------------------------------------------------------
less than 1 . . . . . . . . . . . . 7%
- ------------------------------------------------------------

* AS A PERCENTAGE OF THE AMOUNT OF SUCH PREMIUM THAT WE CONSIDER TO HAVE
BEEN WITHDRAWN (INCLUDING THE WITHDRAWAL CHARGE), AS EXPLAINED IN THE TEXT
IMMEDIATELY BELOW.

<PAGE>

from the next earliest premium payment, and so forth until all payments have
been exhausted. Once a premium payment has been considered to have been
"withdrawn" under these procedures, that premium payment will not enter into any
future withdrawal charge calculations.

Here's how we deduct the withdrawal charge: We deduct the withdrawal charge
------------------------------------------
proportionally from each variable investment option and each guarantee period
being reduced by the surrender or withdrawal. For example, if 60% of the
withdrawal amount comes from the Growth option and 40% from the V.A. Money
Market option, then we will deduct 60% of the withdrawal charge from the Growth
option and 40% from the V.A. Money Market option. If any such option has
insufficient remaining value to cover the charge, we will deduct any shortfall
from all of your other investment options, pro-rata based on the value in each.
If your contract as a whole has insufficient surrender value to pay the entire
charge, we will pay you no more than the surrender value.

You will find examples of how we compute the withdrawal charge in Appendix B
to this prospectus.

When withdrawal charges don't apply: We don't assess a withdrawal charge in
-----------------------------------
the following situations:

. on amounts applied to an annuity option at the contract's date of
maturity or to pay a death benefit;

. on certain withdrawals if you have elected the rider that waives the
withdrawal charge; and

. on amounts withdrawn to satisfy the minimum distribution requirements
for tax qualified plans. (Amounts above the minimum distribution
requirements are subject to any applicable withdrawal charge,
however.)

How an MVA affects the withdrawal charge: If you make a withdrawal from a
----------------------------------------
guarantee period at a time when the related MVA results in an upward adjustment
in your remaining value, we will calculate the withdrawal charge as if you had
withdrawn that much more. Similarly, if the MVA results in a downward
adjustment, we will compute any withdrawal charge as if you had withdrawn that
much less.

OTHER CHARGES

We offer, subject to state availability, four optional benefit riders. We
charge a separate monthly charge for each rider selected. At the beginning of
each month, we charge an amount equal to 1/12/th/ of the following annual
percentages:

<TABLE>
<CAPTION>
<S> <C>
0.10% of
that portion of your contract's total
value attributable to
Waiver of withdrawal charge premiums you contributed
within 7 years prior to the date of deduction
- -----------------------------------------------------------------------------------------------------------------------------
0.1
5
% of
Enhanced death benefit your contract's
total value
- -----------------------------------------------------------------------------------------------------------------------------
0.35% of your initial premium payment (
we
reserve the right to
increase
this percentage
on
a uniform
basis
for all
riders issued in
Accumulated value enhancement* the same
state)
- -----------------------------------------------------------------------------------------------------------------------------
0.
3
0% of
Guaranteed retirement income benefit your contract
's total value
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

* If you choose the accumulated value enhancement, you must also choose
the waiver of withdrawal charge.

We deduct the charge proportionally from each of your investment options,
based on your value in each.

HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

SURRENDERS AND PARTIAL WITHDRAWALS

Prior to your contract's date of maturity, if the annuitant is living, you
may:

. surrender your contract for a cash payment of its "surrender value,"
or

. make a partial withdrawal of the surrender value.

The "surrender value" of a contract is the total value of a contract, after
any market value adjustment, MINUS the annual contract fee, any applicable
premium tax, any withdrawal charges, and any applicable rider charges. We will
determine the amount surrendered or withdrawn as of the date we receive your
request at the John Hancock Annuity Servicing Office.

Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
__. Among other things, if you make a full surrender or partial withdrawal from
your contract before you reach age 59 1/2, an additional federal penalty of 10%
generally applies to any taxable portion of the withdrawal.

We will deduct any partial withdrawal proportionally from each of your
investment options based on the value in each, unless you direct otherwise.

Without our prior approval, you may not make a partial withdrawal

. for an amount less than $100, or

. if the remaining total value of your contract would be less than
$1,000.

We reserve the right to terminate your contract if the value of your contract
becomes zero.

You generally may not make any surrenders or partial withdrawals once we begin
making payments under an annuity option.

<PAGE>

WAIVER OF WITHDRAWAL CHARGE RIDER

If your state permits, you may purchase an optional waiver of withdrawal
charge rider at the time of application. The "covered persons" under the rider
are the owner and the owner's spouse, unless the owner is a trust. If the owner
is a trust, the "covered persons" are the annuitant and the annuitant's spouse.
Under this rider, we will waive withdrawal charge on any withdrawals, if a
"covered person" has been diagnosed with one of the critical illnesses listed in
the rider, or if all the following conditions apply:

. a covered person become confined to a nursing home beginning at least
30 days after we issue your contract;

. such covered person remains in the nursing home for at least 90
consecutive days receiving nursing care; and

. the covered person's confinement is prescribed by a doctor and
medically necessary because of a covered physical or mental
impairment.

You may not purchase this rider if either of the covered persons (1) is older
than 74 years at application or (2) was confined to a nursing home within the
past two years.

There is a charge for this rider, as set forth under "Other charges" on page
__, above. This rider (and the related charges) will terminate on the
contract's date of maturity, upon your surrendering the contract, or upon your
written request that we terminate it.

For a more complete description of the terms and conditions of this benefit,
you should refer directly to the rider. We will provide you with a copy on
request. In certain marketing materials, this rider may be referred to
"CareSolutions."

If you purchase this rider, you and your immediate family will also have
access to:

. a national program designed to help the elderly maintain their
independent living by providing advice about an array of elder care
services available to seniors, and

. a list of long-term care providers in your area who provide special
discounts to persons who belong to the national program.

SYSTEMATIC WITHDRAWAL PLAN

<PAGE>

withdrawal charge or market value adjustment that would apply to an otherwise
comparable non-systematic withdrawal. See "How will the value of my contract
change over time?" beginning on page __, and "What fees and charges will be
deducted from my contract?" beginning on page __. The same tax consequences
also generally will apply.

The following conditions apply to systematic withdrawal plans:

. You may elect the plan only if the total value of your contract
equals $25,000 or more.

. The amount of each systematic withdrawal must equal at least $100.

. If the amount of each withdrawal drops below $100 or the total value
of your contract becomes less that $5,000, we will suspend the plan
and notify you.

. You may cancel the plan at any time.

. We reserve the right to modify the terms or conditions of the plan at
any time without prior notice.

WHAT HAPPENS IF THE ANNUITANT DIES BEFORE MY CONTRACT'S DATE OF MATURITY?

If the annuitant dies before your contract's date of maturity, we will pay a
death benefit to the contract's beneficiary. If you have named more than one
annuitant, the death benefit will be payable upon the death of the surviving
annuitant prior to the date of maturity.

If your contract has joint owners, each owner will automatically be deemed to
be the beneficiary of the other. This means that any death benefit payable upon
the death of one owner who is the annuitant will be paid to the other owner. In
that case, any other beneficiary you have named would receive the death benefit
only if neither joint owner remains alive at the time the death benefit becomes
payable. (For a description of what happens upon the death of an owner who is
not the annuitant, see "Distribution requirements following death of owner,"
beginning on page __.)

We will pay a "standard" death benefit, unless you have chosen an "enhanced
death benefit rider," as discussed below.

STANDARD DEATH BENEFIT

The standard death benefit is the greater of:

. the total value of your contract, adjusted by any then-applicable
market value adjustment, or

<PAGE>

. the total amount of premium payments made, minus any partial
withdrawals and related withdrawal charges.

We calculate the death benefit value as of the day we receive, at the John
Hancock Annuity Servicing Office:

. proof of the annuitant's death, and

. any required instructions as to method of settlement.

Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death. If you have not elected an optional method of settlement,
the beneficiary may do so. However, if the death benefit is less than $5,000,
we will pay it in a lump sum, regardless of any election. You can find more
information about optional methods of settlement under "Annuity options,"
beginning on page __.

ENHANCED DEATH BENEFIT RIDER

If you are under age 80 when you apply for your contract, you may elect to
enhance the standard death benefit by purchasing an enhanced death benefit
rider. Under this rider, if the annuitant dies before the contract's date of
maturity, we will pay the beneficiary the greatest of:

. the amount of each premium you have paid, accumulated at 5% effective
annual interest (less any partial withdrawals you have taken and not
including any interest on such amounts after they are withdrawn);

. the highest total value of your contract (adjusted by any market
value adjustment) as of any anniversary of your contract to date,
PLUS any premium payments you have made since that anniversary, MINUS
any withdrawals you have taken (and any related withdrawal charges)
since that anniversary; or

. the total value of your contract (adjusted by any market value
adjustment) as of the date we receive due proof of the annuitant's
death.

For these purposes, however, we count only those contract anniversaries that
occur BEFORE (1) we receive proof of death and (2) the anniversary of the
contract nearest the annuitant's 81st birthday.

You may elect this rider ONLY when you apply for the contract and only if this
rider is available in your state. As long as the rider is in effect, you will
pay a monthly charge for this benefit. For a description of this charge, refer
to page __ under "Other charges" For a more complete description of the terms
and conditions of this benefit, you should refer directly to the rider. We will
provide you with a copy on request.

<PAGE>

This rider (and related charges) will terminate on the contract's date of
maturity, upon your surrendering the contract, or upon your written request that
we terminate it.

WHAT OTHER BENEFITS CAN I PURCHASE UNDER A CONTRACT?

In addition to the enhanced death benefit and waiver of withdrawal charge
riders discussed above, we currently make available two other optional benefits.
These optional benefits are provided under riders that contain many terms and
conditions not set forth below. Therefore, you should refer directly to each
rider for more complete information. We will provide you with a copy on
request.

Accumulated value enhancement. Under this rider, we will make a contribution
-----------------------------
to the total value of the contract on a monthly basis if the covered person (who
must be the annuitant):

. is unable to perform at least 2 activities of daily living without
human assistance or has a cognitive impairment, and

. is receiving certain qualified services described in the rider.

The amount of the contribution (called the "Monthly Benefit") is shown in the
specifications page of the contract. However, the rider contains an inflation
protection feature that will increase the Monthly Benefit by 5% each year after
the 7th contract year. The specifications page of the contract also contains a
limit on how much the total value of the contract can be increased by this rider
(the "benefit limit"). The rider must be in effect for 7 years before any
increase will occur.

You may elect this rider only when you apply for the contract. You cannot
elect this rider unless you have also elected the waiver of withdrawal charge
rider. There is a monthly charge for this rider. The charge is described under
"Other charges" on page ___.

The rider will terminate if the contract terminates, if the covered person
dies, if the benefit limit is reached, if the owner is the covered person and
the ownership of the contract changes, or if the total value of the contract
falls below an amount equal to 25% of your initial premium payment. You may
cancel the rider by written notice at any time. The rider charge will terminate
when the rider terminates.

If you choose to continue the rider after the contract's date of maturity,
charges for the rider will be deducted from annuity payments and any Monthly
Benefit for which the covered person qualifies will be added to the next annuity
payment.

In certain marketing materials, this rider may be referred to as
"CareSolutions Plus."

Guaranteed retirement income benefit. Under this rider, we will guarantee the
------------------------------------
amount of annuity payments you receive, if the following conditions are
satisfied:

<PAGE>

. The date of maturity must be within the 30 day period following a
contract anniversary.

. If the annuitant was age 45 or older on the date of issue, the
contract must have been in effect for at least 10 contract years on
the date of maturity and the date of maturity must be on or after the
annuitant's 60th birthday and on or before the annuitant's 90th
birthday.

. If the annuitant was less than age 45 on the date of issue, the
contract must have been in effect for at least 15 contract years on
the date of maturity and the date of maturity must be on or before
the annuitant's 90th birthday.

You cannot elect this rider at any time after your contract is issued. If you
elect this rider you need not choose to receive the guaranteed income benefit
that it provides. Rather, unless and until such time as you exercise your
option to receive a guaranteed income benefit under this rider, you will
continue to have the option of exercising any other right or option that you
would have under the contract (including withdrawal and annuity payment options)
if the rider had not been added to it.

If you do decide to add this rider to your contract, and if you do ultimately
decide to take advantage of the guaranteed income it provides, we will
automatically provide that guaranteed income in the form of fixed payments under
our "Option A: life annuity with payments for guaranteed period" described
below under "Annuity options." The guaranteed period will automatically be a
number of years that the rider specifies, based on the annuitant's age at the
annuity date and whether your contract is purchased in connection with a
tax-qualified plan. (These specified periods range from 5 to 10 years.) You
will have no discretion to vary this form of payment, if you choose the
guaranteed income benefit under this rider.

If you exercise your rights under this rider, we guarantee that the amount we
apply to this annuity payment option will be the same amount as if your premium
payments had earned a return prescribed by the rider, rather than the return
they earned in the subaccounts you actually chose. Under this rider, we would
apply that guaranteed amount to the fixed annuity payment option specified in
the rider in the same manner and on the same terms as if you had, in the absence
of this rider, elected to apply total contract value in the same amount to that
same annuity payment option.

There is a monthly charge for this rider, which is described at page __ under
"Other charges." The rider (and the related charges) automatically terminate if
your contract is surrendered or the annuitant dies. After you've held your
contract for 10 years, you can terminate the rider by written request.

<PAGE>

CAN I RETURN MY CONTRACT?

In most cases, you may return your contract for any reason within 10 days
after you receive it. If you do, we will pay you the total value of your
contract, adjusted by any then-applicable market value adjustments and increased
by any charges for premium taxes that we have deducted. However, there are some
exceptions to this general rule:

. If you return a contract issued in Georgia, Hawaii, Indiana,
Michigan, Missouri, Nebraska, North Carolina, Oklahoma, Oregon, South
Carolina, Utah, Washington, West Virginia, or Wisconsin, you will
receive the gross premiums you paid.

. If you return a contract that is an individual retirement annuity
("IRA"), you will receive the gross premiums you paid.

. If your contract was issued in California after your 60/th/ birthday,
you may return the contract within 30 days and receive the gross
premiums you paid.

. If your contract was issued in North Dakota, you may return it within
20 days and receive the gross premiums you paid.

<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages __ through __.

CONTENTS OF THIS SECTION PAGES TO SEE

Description of JHVLICO. . . . . . . . . . . . . .

Who should purchase a contract. . . . . . . . . .

How we support the variable investment options. .

How we support the guarantee periods. . . . . . .

How the guarantee periods work. . . . . . . . . .

The accumulation period. . . . . . . . . . . . . .

The annuity period. . . . . . . . . . . . . . . .

Variable investment option valuation procedures. .

Distribution requirements following death of owner

Miscellaneous provisions. . . . . . . . . . . . .

Tax information. . . . . . . . . . . . . . . . . .

Further information about JHVLICO. . . . . . . . .

Management's discussion and analysis. . . . . . .

Year 2000 impact. . . . . . . . . . . . . . . . .

Performance information. . . . . . . . . . . . . .

Reports. . . . . . . . . . . . . . . . . . . . . .

Voting privileges. . . . . . . . . . . . . . . . .

Certain changes. . . . . . . . . . . . . . . . . .

Distribution of contracts. . . . . . . . . . . . .

Impact of the year 2000 issue. . . . . . . . . . .

Registration statement. . . . . . . . . . . . . .

Experts. . . . . . . . . . . . . . . . . . . . . .

Appendix A - Details About Our Guarantee Periods.

Appendix B - Examples of Withdrawal Charge Calculation

<PAGE>

DESCRIPTION OF JHVLICO

We are JHVLICO, a stock life insurance company organized, in 1979, under the
laws of the Commonwealth of Massachusetts. We have authority to transact
business in all states, except New York. We are a wholly-owned subsidiary of
John Hancock Mutual Life Insurance Company ("John Hancock"), a mutual life
insurance company organized in Massachusetts in 1862. Both companies are
headquartered in Boston, Massachusetts.

A major financial services provider, John Hancock had more than $67.0 billion
of assets as of December 31, 1998. As JHVLICO's parent, John Hancock will from
time to time make capital contributions to JHVLICO to enable it to meet its
reserve requirements and expenses in connections with its business and to ensure
that it maintains a positive net worth.

WHO SHOULD PURCHASE A CONTRACT?

We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code"). We
also designed the contracts for purchase under:

. pension and profit-sharing plans qualified under Section 401(c) of
the Code, known as H.R. 10 Plans;

. pension or profit-sharing plans qualified under sections 401(a) or
403(a) of the Code, known as "corporate plans";

. plans qualified under Section 401(k) of the Code;

. annuity purchase plans adopted under Section 403(b) of the Code by
public school systems and certain other tax-exempt organizations;
and

. individual retirement annuity ("IRA") plans satisfying the
requirements of Section 408 of the Code.

When a contract forms part of a tax-qualified plan it becomes subject to
special tax law requirements, as well as the terms of the plan documents
themselves, if any. Also, in some cases, certain requirements under "ERISA"
(the Employee Retirement Income Security Act of 1974) may apply. Requirements
from any of these sources may, in effect, take precedence over (and in that
sense modify) the rights and privileges that an owner otherwise would have under
a contract. Some such requirements may also apply to certain retirement plans
that are not tax-qualified.

We may include certain requirements from the above sources in endorsements or
riders to the affected contracts. In other cases, we do not. In no event,
however, do we undertake to assure a contract's compliance with all plan, tax
law, and ERISA requirements applicable to a tax-qualified or non tax-qualified
retirement plan. Therefore, if you use or plan to use a contract in connection
with such a plan, you must consult with competent legal and tax advisers to
ensure that you know of (and comply with) all such requirements that apply in
your circumstances.

To accommodate "employer-related" plans, we provide "unisex" purchase rates.
That means the annuity purchase rates are the same for males and females. Any
questions you have as to whether you are participating in an "employer-related"
plan should be directed to your employer. Any question you or your employer
have about unisex rates may be directed to the John Hancock Annuity Servicing
Office.

<PAGE>

HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

We hold the Fund shares that support our variable investment options in John
Hancock Variable Annuity Account JF (the "Account"), a separate account
established by JHVLICO under Massachusetts law. The Account is registered as a
unit investment trust under the Investment Company Act of 1940 ("1940 Act").

The Account's assets, including the Trusts' shares, belong to JHVLICO. Each
contract provides that amounts we hold in the Account pursuant to the contracts
cannot be reached by any other persons who may have claims against us.

All of JHVLICO's general assets also support JHVLICO's obligations under the
contracts, as well as all of its other obligations and liabilities. These
general assets consist of all JHVLICO's assets that are not held in the Account
(or in another separate account) under variable annuity or variable life
insurance contracts that give their owners a preferred claim on those assets.

HOW WE SUPPORT THE GUARANTEE PERIODS

All of JHVLICO's general assets (discussed above) support its obligations
under the guarantee periods (as well as all of its other obligations and
liabilities). To hold the assets that support primarily the guarantee periods,
we have established a "non-unitized" separate account. With a non-unitized
separate account, you have no interest in or preferential claim on any of the
assets held in the account. The investments we purchase with amounts you
allocated to the guarantee periods belong to us; any favorable investment
performance on the assets allocated to the guarantee periods belongs to us.
Instead, you earn interest at the guaranteed interest rate you selected,
provided that you don't surrender, transfer, or withdraw your assets prior to
the end of your selected guarantee period.

HOW THE GUARANTEE PERIODS WORK

Amounts you allocate to the guarantee periods earn interest at a guaranteed
rate commencing with the date of allocation. At the expiration of the guarantee
period, we will automatically transfer its total value to the Money Market
option under your contract, unless you elect to:

. withdraw all or a portion of any such amount from the contract,

. allocate all or a portion of such amount to a new guarantee period or
periods of the same or different duration as the expiring guarantee
period, or

. allocate all or a portion of such amount to one or more of the
variable investment options.

You must notify us of any such election, by mailing a request to us at the
John Hancock Annuity Servicing Office at least 30 days prior to the end of the
expiring guarantee period. We will notify you of the end of the guarantee
period at least 30 days prior to its expiration. The first day of the new
guarantee period or other reallocation will begin the day after the end of the
expiring guarantee period.

We currently make available guarantee periods with durations up to ten years.
If you select a guarantee period that extends beyond your contract's date of
maturity, your maturity date will automatically be changed to the annuitant's
95th birthday (or a later date, if we approve). We reserve the right to add or
delete guarantee periods for new allocations to or from those that are available
at any time.

GUARANTEED INTEREST RATES

Each guarantee period has its own guaranteed rate. We may, at our discretion,
change the guaranteed rate for future guarantee periods. These

<PAGE>

changes will not affect the guaranteed rates being paid on guarantee periods
that have already commenced. Each time you allocate or transfer money to a
guarantee period, a new guarantee period, with a new interest rate, begins to
run with respect to that amount. The amount allocated or transferred earns a
guaranteed rate that will continue unchanged until the end of that period. We
will not make available any guarantee period offering a guaranteed rate below
3%.

We make the final determination of guaranteed rates to be declared. We
cannot predict or assure the level of any future guaranteed rates.
- -----------------------------------------------------------------------------

You may obtain information concerning the guaranteed rates applicable to the
various guarantee periods, and the durations of the guarantee periods offered at
any time, by calling the John Hancock Annuity Servicing Office at the telephone
number shown on page 1.

CALCULATION OF MARKET VALUE ADJUSTMENT ("MVA")

If you withdraw, surrender, transfer, or otherwise remove money from a
guarantee period prior to its expiration date, we will apply a market value
adjustment. A market value adjustment also generally applies to:

. death benefits pursuant to your contract,

. amounts you apply to an annuity option, and

. amounts paid in a single sum in lieu of an annuity.

The market value adjustment increases or decreases your remaining value in the
guarantee period. If the value in that guarantee period is insufficient to pay
any negative MVA, we will deduct any excess from the value in your other
investment options pro-rata based on the value in each. If there is
insufficient value in your other investment options, we will in no event pay out
more than the surrender value of the contract. Here is how the MVA works:

We compare
. the guaranteed rate of the guarantee period from which the
assets are being taken WITH
.the guaranteed rate we are currently offering for guarantee
periods of the same duration as remains on the guarantee period
from which the assets are being taken.
If the first rate exceeds the second by more than
1/2 %, the market value adjustment produces an increase in your contract's
value.
If the first rate does not exceed the second by at least 1/2 %, the
market value adjustment produces a decrease in your contract's value.
- --------------------------------------------------------------------------

For this purpose, we consider that the amount withdrawn from the guarantee
period includes the amount of any negative MVA and is reduced by the amount of
any positive MVA.

The mathematical formula and sample calculations for the market value
adjustment appear in Appendix A.

THE ACCUMULATION PERIOD

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

Each premium payment or transfer that you allocate to a variable investment
option purchases "accumulation units" of that variable investment option.
Similarly, each withdrawal or transfer that you take from a variable investment
option (as well as certain charges that may be allocated to that option) result
in a cancellation of such accumulation units.

<PAGE>

VALUATION OF ACCUMULATION UNITS

To determine the number of accumulation units that a specific transaction will
purchase or cancel, we use the following formula:

dollar amount of transaction
DIVIDED BY
value of one accumulation unit for the applicable
variable investment option at the time of such
transaction
- -------------------------------------------------

The value of each accumulation unit will change daily depending upon the
investment performance of the Fund that corresponds to that variable investment
option and certain charges we deduct from such investment option. (See below
under "Variable investment option valuation procedures.")

Therefore, at any time prior to the date of maturity, the total value of your
contract in a variable investment option can be computed according to the
following formula:

number of accumulation units in the
variable investment options
TIMES
value of one accumulation unit for the
applicable variable investment option at
that time
- -------------------------------------------

YOUR VALUE IN THE GUARANTEE PERIODS

On any date, the total value of your contract in a guarantee period equals:

. the amount of premium payments or transferred amounts allocated to
the guarantee period, MINUS

. the amount of any withdrawals or transfers paid out of the guarantee
period, MINUS

. the amount of any negative market value adjustments resulting from
such withdrawals or transfers, PLUS

. the amount of any positive market value adjustments resulting from
such withdrawals and transfers, MINUS

. the amount of any charges and fees deducted from that guarantee
period, PLUS

. interest compounded daily on any amounts in the guarantee period from
time to time at the effective annual rate of interest we have
declared for that guarantee period.

THE ANNUITY PERIOD

Annuity payments are made to the annuitant, if still living. If more that one
annuitant is living at the date of maturity, the payments are made to the
younger of them.

DATE OF MATURITY

Your contract specifies the date of maturity, when payments from one of our
annuity options are scheduled to begin. You initially choose a date of maturity
when you complete your application for a contract. Unless we otherwise permit,
the date of maturity must be

. at least 6 months after the date the first premium payment is applied
to your contract, and

. no later than the maximum age specified in your contract (normally
age 95).

Subject always to these requirements, you may subsequently change the date of
maturity. The John Hancock Annuity Servicing Office must receive your

<PAGE>

new selection at least 31 days prior to the new date of maturity, however.
Also, if you are selecting or changing your date of maturity for a contract
issued under a tax qualified plan, special limits apply. (See "Contracts
purchased for a tax-qualified plan," beginning on page __.)

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

During the annuity period, the total value of your contract must be allocated
to no more than four investment options. During the annuity period, we do not
offer the guarantee periods. Instead, we offer annuity payments on a fixed
basis as one investment option, and annuity payments on a variable basis for
EACH variable investment option.

We will generally apply (1) amounts allocated to the guarantee periods as of
the date of maturity to provide annuity payments on a fixed basis and (2)
amounts allocated to variable investment options to provide annuity payments on
a variable basis. If you are using more than four investment options on the
date of maturity, we will divide your contract's value among the four investment
options with the largest values (considering all guarantee periods as a single
option), pro-rata based on the amount of the total value of your contract that
you have in each.

We will make a market value adjustment to any remaining guarantee period
amounts on the date of maturity, before we apply such amounts to an annuity
payment option. We will also deduct any premium tax charge.

Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

Each contract provides, at the time of its issuance, for annuity payments to
commence on the date of maturity pursuant to Option A: "life annuity with 10
years guaranteed" (discussed under "Annuity options" on page __).

Prior to the date of maturity, you may select a different annuity option.
However, if the total value of your contract on the date of maturity is not at
least $5,000, Option A: "life annuity with 10 years guaranteed" will apply,
regardless of any other election that you have made. You may not change the
form of annuity option once payments commence.

If the initial monthly payment under an annuity option would be less than $50,
we may make a single sum payment equal to the total surrender value of your
contract on the date the initial payment would be payable. Such single payment
would replace all other benefits.

Subject to that $50 minimum limitation, your beneficiary may elect an annuity
option if

. you have not made an election prior to the annuitant's death;

. the beneficiary is entitled to payment of a death benefit of at least
$5,000 in a single sum; and

. the beneficiary notifies us of the election prior to the date the
proceeds become payable.

VARIABLE MONTHLY ANNUITY PAYMENTS

We determine the amount of the first variable monthly payment under any
variable investment option by using the applicable annuity purchase rate for the
annuity option under which the payment will be made. The contract sets forth
these annuity purchase rates. In most cases they vary by the age and gender of
the annuitant or other payee.

The amount of each subsequent variable annuity payment under that variable
investment option

<PAGE>

depends upon the investment performance of that variable investment option.
Here's how it works:

. we calculate the actual net investment return of the variable
investment option (after deducting all charges) during the period
between the dates for determining the current and immediately
previous monthly payments.

. if that actual net investment return exceeds the "assumed investment
rate" (explained below), the current monthly payment will be larger
than the previous one.

. if the actual net investment return is less than the assumed
investment rate, the current monthly payment will be smaller than the
previous one.

ASSUMED INVESTMENT RATE
-----------------------

The assumed investment rate for any variable portion of your annuity payments
will be 3 1/2 % per year, except as follows.

You may elect an assumed investment rate of 5% or 6%, provided such a rate is
available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

FIXED MONTHLY ANNUITY PAYMENTS

The dollar amount of each fixed monthly annuity payment is specified during
the entire period of annuity payments, according to the provisions of the
annuity option selected. To determine such dollar amount we first, in
accordance with the procedures described above, calculate the amount to be
applied to the fixed annuity option as of the date of maturity. We then divide
the difference by $1,000 and multiply the result by the greater of

. the applicable fixed annuity purchase rate shown in the appropriate
table in the contract; or

. the rate we currently offer at the time of annuitization. (This
current rate may be based on the sex of the annuitant, unless
prohibited by law.)

ANNUITY OPTIONS

Here are some of the annuity options that are available, subject to the terms
and conditions described above. We reserve the right to make available optional
methods of payment in addition to those annuity options listed here and in your
contract.

OPTION A: LIFE ANNUITY WITH PAYMENTS FOR A GUARANTEED PERIOD - We will make
monthly payments for a guaranteed period of 5, 10, or 20 years, as selected by
you or your beneficiary, and after such period for as long as the payee lives.
If the payee dies prior to the end of such guaranteed period, we will continue
payments for the remainder of the guarantee period to a contingent payee,
subject to the terms of any supplemental agreement issued.

Federal income tax requirements currently applicable to contracts used with
H.R. 10 plans and individual retirement annuities provide that the period of
years guaranteed under Option A cannot be any greater than the joint life
expectancies of the payee and his or her designated beneficiary.

OPTION B: LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

<PAGE>

OPTION C: JOINT AND LAST SURVIVOR - We will provide payments monthly,
quarterly, semiannually, or annually, for the payee's life and the life of the
payee's spouse/joint payee. Upon the death of one payee, we will continue
payments to the surviving payee. All payments stop at the death of the
surviving payee.

OPTION D: JOINT AND 1/2 SURVIVOR; OR JOINT AND 2/3 SURVIVOR - We will provide
payments monthly, quarterly, semiannually, and annually for the payee's life and
the life of the payee's spouse/joint payee. Upon the death of one payee, we
will continue payments (reduced to 1/2 or 2/3 the full payment amount) to the
surviving payee. All payments stop at the death of the surviving payee.

OPTION E: LIFE INCOME WITH CASH REFUND - We will provide payments monthly,
quarterly, semiannually, or annually for the payee's life. Upon the payee's
death, we will provide a contingent payee with a lump-sum payment, if the total
payments to the payee were less than the accumulated value at the time of
annuitization. The lump-sum payment, if any, will be for the balance.

OPTION F: INCOME FOR A FIXED PERIOD - We will provide payments monthly,
quarterly, semiannually, or annually for a pre-determined period of time to a
maximum of 30 years. If the payee dies before the end of the fixed period,
payments will continue to a contingent payee until the end of the period.

OPTION G: INCOME OF A SPECIFIC AMOUNT - We will provide payments for a
specific amount. Payments will stop only when the amount applied and earnings
have been completely paid out. If the payee dies before receiving all the
payments, we will continue payments to a contingent payee until the end of the
contract.

With Options A, B, C, and D, we offer both fixed and/or variable annuity
payments. With Options E, F, and G, we offer only fixed annuity payments.
Payments under Options F and G must continue for 10 years, unless your contract
has been in force for 5 years or more.

If the payee is more than 85 years old on the date of maturity, the following
two options are not available without our consent:

. Option A: "life annuity with 5 years guaranteed" and

. Option B: "life annuity without further payment on the death of
payee."

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

We compute the net investment return and accumulation unit values for each
variable investment option as of the end of each business day. A business day
is any date on which the New York Stock Exchange is open for regular trading.
Each business day ends at the close of regular trading for the day on that
exchange. Usually this is 4:00 p.m., Eastern time. On any date other than a
business day, the accumulation unit value or annuity unit value will be the same
as the value at the close of the next following business day.

DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

If you did not purchase your contract under a tax qualified plan (as that term
is used below), the Code requires that the following distribution provisions
apply if you die. We summarize these provisions in the box below. (If your
contract has joint owners, these provisions apply upon the death of the first to
die.)

In most cases, these provisions do not cause a problem if you are also the
annuitant under your policy. If you have designated someone other than yourself
as the annuitant, however, your heirs will have less discretion than you would
have had in

<PAGE>

determining when and how the contract's value would be paid out.

IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:
.if the contract's designated beneficiary is your
surviving spouse, your spouse may continue the
contract in force as the owner.
.
if the beneficiary is not your surviving spouse OR if
the beneficiary is your surviving spouse but chooses
not to continue the contract, the entire interest (as
discussed below) in the contract on the date of your
death must be:
(1)
paid out in full within five years of your death or
(2)applied in full towards the purchase of a life
annuity on the beneficiary with payments commencing
within one year of your death
If you are the annuitant, as well as the owner, the entire
interest in the contract on the date of your death equals the
death benefit that then becomes payable. If you are the owner
but not the annuitant, the entire interest equals
.the surrender value if paid out in full within five
years of your death, or
.the total value of your contract applied in full
towards the purchase of a life annuity on the
beneficiary with payments commencing within one year
of your death.
IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN
.any remaining amount that we owe must be paid out at
least as rapidly as under the method of making
annuity payments that is then in use.
- ----------------------------------------------------------------

The Code imposes very similar distribution requirements on contracts used to
fund tax qualified plans. We provide the required provisions for tax qualified
plans in separate disclosures and endorsements.

Notice of the death of an owner or annuitant should be furnished promptly to
the John Hancock Annuity Servicing Office.

MISCELLANEOUS PROVISIONS

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

To qualify for favorable tax treatment, certain contracts can't be sold;
assigned; discounted; or pledged as collateral for a loan, as security for
the performance of an obligation, or for any other purpose, unless the owner is
a trustee under section 401(a) of the Internal Revenue Code.

Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. You choose the beneficiary in the application for the
contract. You may change the beneficiary by written notice no later than receipt
of due proof of the death of the annuitant. Changes of owner or beneficiary
will take effect when we receive them, whether or not you or the annuitant is
then alive. However, these changes are subject to:

. the rights of any assignees of record and

. certain other conditions referenced in the contract.

<PAGE>

An assignment, pledge, or other transfer may be a taxable event. See "Tax
information" below. Therefore, you should consult a competent tax adviser
before taking any such action.

TAX INFORMATION

OUR INCOME TAXES

We are taxed as a life insurance company under the Internal Revenue Code (the
"Code"). The Account is taxed as part of our operations and is not taxed
separately.

The contracts permit us to deduct a charge for any taxes we incur that are
attributable to the operation or existence of the contracts or the Account.
Currently, we do not anticipate making a charge for such taxes. If the level
of the current taxes increases, however, or is expected to increase in the
future, we reserve the right to make a charge in the future.

CONTRACTS NOT PURCHASED TO FUND A TAX QUALIFIED PLAN

UNDISTRIBUTED GAINS
-------------------

We believe the contracts will be considered annuity contracts under Section 72
of the Code. This means that, ordinarily, you pay no federal income tax on any
gains in your contract until we actually distribute assets to you.

However, a contract owned other than by a natural person does not generally
qualify as an annuity for tax purposes. Any increase in value therefore would
constitute ordinary taxable income to such an owner in the year earned.

ANNUITY PAYMENTS
----------------

When we make payments under a contract in the form of an annuity, each payment
will result in taxable ordinary income to the payee, to the extent that each
such payment exceeds an allocable portion of your "investment in the contract"
(as defined in the Code). In general, your "investment in the contract" equals
the aggregate amount of premium payments you have made over the life of the
contract, reduced by any amounts previously distributed from the contract that
were not subject to tax.

The Code prescribes the allocable portion of each such annuity payment to be
excluded from income according to one formula if the payments are variable and a
somewhat different formula if the payments are fixed. In each case, speaking
generally, the formula seeks to allocate an appropriate amount of the investment
in the contract to each payment. After the entire "investment in the contract"
has been distributed, any remaining payment is fully taxable.

SURRENDERS AND WITHDRAWALS BEFORE DATE OF MATURITY
--------------------------------------------------

When we make a single sum payment from a contract, you have ordinary taxable
income, to the extent the payment exceeds your "investment in the contract"
(discussed above). Such a single sum payment can occur, for example, if you
surrender your contract or if no annuity payment option is selected for a death
benefit payment.

When you take a partial withdrawal from a contract, including a payment under
a systematic withdrawal plan, all or part of the payment may constitute taxable
ordinary income to you. If, on the date of withdrawal, the total value of your
contract exceeds the investment in the contract, the excess will be considered
"gain" and the withdrawal will be taxable as ordinary income up to the amount of
such "gain". Taxable withdrawals may also be subject to the special penalty tax
for premature withdrawals as explained below. When only the investment in the
contract remains, any subsequent withdrawal made before the date of maturity
will be a tax-free return of investment. If you assign or pledge any part of
your contract's value, the value so pledged or assigned is taxed the same way as
if it were a partial withdrawal.

<PAGE>

For purposes of determining the amount of taxable income resulting from a
single sum payment or a partial withdrawal, all annuity contracts issued by
JHVLICO or its affiliates to the owner within the same calendar year will be
treated as if they were a single contract.

PENALTY FOR PREMATURE WITHDRAWALS
---------------------------------

The taxable portion of any withdrawal or single sum payment may also trigger
an additional 10% penalty tax. The penalty tax does not apply to payments made
to you after age 59 1/2, or on account of your death or disability. Nor will it
apply to withdrawals in substantially equal periodic payments over the life of
the payee (or over the joint lives of the payee and the payee's beneficiary).

ACCUMULATED VALUE ENHANCEMENT RIDER
-----------------------------------

If you have elected the accumulated value enhancement rider, the Internal
Revenue Service might take the position that each charge associated with this
rider is deemed a withdrawal from the contract which would be subject to income
tax and, if you have not yet attained age 59 1/2, the special 10% penalty tax
for withdrawals from contracts before the age of 59 1/2. You should consult a
competent tax adviser before electing this rider.

DIVERSIFICATION REQUIREMENTS

Each of the Funds of the Trusts intends to qualify as a regulated investment
company under Subchapter M of the Code and meet the investment diversification
tests of Section 817(h) of the Code and the underlying regulations. Failure to
do so could result in current taxation to you on gains in your contract for the
year in which such failure occurred and thereafter.

The Treasury Department or the Internal Revenue Service may, at some future
time, issue a ruling or regulation presenting situations in which it will deem
contract owners to exercise "investor control" over the Fund shares that are
attributable to their contracts. The Treasury Department has said informally
that this could limit the number or frequency of transfers among variable
investment options. This could cause you to be taxed as if you were the direct
owner of your allocable portion of Fund shares. We reserve the right to amend
the contracts or the choice of investment options to avoid, if possible, current
taxation to the owners.

CONTRACTS PURCHASED FOR A TAX QUALIFIED PLAN

We have no responsibility for determining whether a particular retirement plan
satisfies the applicable requirements of the Code or whether a particular
employee is eligible for inclusion under a plan.

WITHHOLDING ON ROLLOVER DISTRIBUTIONS
-------------------------------------

The tax law requires us to withhold 20% from certain distributions from tax
qualified plans. We do not have to make the withholding, however, if you
rollover your entire distribution to another plan and you request us to pay it
indirectly to the successor plan. Otherwise, the 20% mandatory withholding will
reduce the amount you can rollover to the new plan, unless you add funds to the
rollover from other sources. Consult a qualified tax adviser before making such
a distribution.

CONTRACTS PURCHASED AS INDIVIDUAL RETIREMENT ANNUITIES (IRAS)
-------------------------------------------------------------

An individual retirement annuity (as defined in Section 408 of the Code)
generally permits an eligible purchaser to take a federal income tax deduction
of up to $2,000 per year for contributions to the IRA. (You can never, however,
deduct more than 100% of your compensation includable in your gross income for
the year.) You may also purchase an IRA contract for the benefit of your spouse
(regardless of whether your spouse has a paying job). You can generally deduct
up to $2,000 for each of

<PAGE>

you and your spouse (or, if less, your combined compensation).

If you or your spouse is an active participant in an employer-sponsored
retirement plan, you may make deductible premium payments only if your adjusted
gross incomes do not exceed certain amounts. You can still contribute the full
$2,000 for each of you and your spouse, however, even though they are not
deductible. Nor can you take a deduction for premium payments made in or after
the taxable year in which you attain age 70 1/2 or for a "rollover contribution"
as defined in the Code.

If you have made any non-deductible contributions to an IRA contract, all or
part of any withdrawal or surrender proceeds, single sum death benefit or any
annuity payment, may be excluded from your taxable income when you receive the
proceeds. In general, all other amounts paid out from an IRA contract (in the
form of an annuity, a single sum, or partial withdrawal), are taxable to the
payee as ordinary income. As in the case of a contract not purchased under a
tax-qualified plan, you may incur additional adverse tax consequences if you
make a surrender or withdrawal before you reach age 59 1/2 (unless certain
exceptions apply similar to those described above for such non-qualified
contracts).

The tax law requires that annuity payments under an IRA contract begin no
later than April 1 of the year following the year in which the owner attains age
70 1/2.

CONTRACTS PURCHASED UNDER CERTAIN NON-DEDUCTIBLE IRAS (ROTH IRAS)
-----------------------------------------------------------------

In general, you may make purchase payments of up to $2,000 each year for a new
type of non-deductible IRA contract, known as a ROTH IRA. Any contributions made
during the year for any other IRA you have will reduce the amount you otherwise
could contribution to a ROTH IRA. Also, the $2000 maximum for a ROTH IRA phases
out for single taxpayers with adjusted gross incomes between $95,000 and
$110,000, for married taxpayers filing jointly with adjusted gross incomes
between $150,000 and $160,000, and for a married taxpayer filing separately with
adjusted gross income between $0 and $15,000.

If you hold your ROTH IRA for at least five years the payee will not owe any
federal income taxes or early withdrawal penalties on amounts paid out from the
contract:

. after you reach age 59 1/2,

. on your death or disability, or

. to one of the following qualified first-time home purchasers, subject
to a $10,000 lifetime maximum: you or your spouse, child,
grandchild, or ancestor.

The Code treats payments you receive from a ROTH IRA that do not qualify for
the above tax free treatment as a return of the contributions you made first.
However, any amount of such non-qualifying payments or distributions that
exceed the amount of your contributions is taxable to you as ordinary income and
possibly subject to the 10% penalty tax.

You may make a tax-free rollover contribution from a non-ROTH IRA, unless

. you have adjusted gross income over $100,000, or

. you are a married taxpayer filing a separate return.

The $2,000 ROTH IRA contribution limit does not apply to tax-free rollover
contributions.

You must, however, pay tax on any portion of the non-ROTH IRA being rolled
over that represents income on a previously deductible IRA contribution. No
similar limitations apply to rollovers from one ROTH IRA to another ROTH IRA.

<PAGE>

CONTRACTS PURCHASED UNDER SECTION 403(B) PLANS (TSA)
----------------------------------------------------

Under these tax-sheltered annuity ("TSA") arrangements, public school systems
and certain tax-exempt organizations can make premium payments into contracts
owned by their employees that are not taxable currently to the employee.

The amount of such non-taxable contributions each year

. is limited by a maximum (called the "exclusion allowance") that is
computed in accordance with a formula prescribed under the Code;

. may not, together with all other deferrals the employee elects under
other tax-qualified plans, exceed $10,000; and

. is subject to certain other limits (described in Section 415 of the
Code).

When we make annuity payments from the contract, such payments are taxed to
the employee or other payee under the same rules that apply to such payments
under corporate plans (discussed below), except that five-year averaging and
capital gain phase-out are not available.

When we make payments from a TSA contract on surrender of the contract,
partial withdrawal, death of the annuitant, or commencement of an annuity
option, the payee ordinarily must treat the entire payment as ordinary taxable
income.

Moreover, the Code prohibits distributions from a TSA contract before the
employee reaches age 59 1/2, except

. on the employee's separation from service, death, or disability,

. with respect to distributions of assets held under a TSA contract as
of December 31, 1988, and

. transfers and exchanges to other products that qualify under Section
403(b).

CONTRACTS PURCHASED FOR "CORPORATE" PLANS
-----------------------------------------

In general, an employer may deduct from its taxable income premium payments it
makes under

. a qualified pension or profit-sharing plan described in Section
401(a) of the Code, or

. a qualified annuity plan described in Section 403(a) of the Code.

Nor do the employees participating in the plan have to pay tax on such
contributions when made.

Annuity payments (or other payments, such as upon withdrawal, death or
surrender) generally constitute taxable income to the payee; and the payee must
pay income tax on the amount by which a payment exceeds its allocable share of
the employee's "investment in the contract" (as defined in the Code), if any.
In general, an employee's "investment in the contract" equals the aggregate
amount of premium payments made by the employee.

The non-taxable portion of each annuity payment is determined, under the Code,
according to one formula if the payments are variable and a somewhat different
formula if the payments are fixed. In each case, speaking generally, the
formula seeks to allocate an appropriate amount of the investment in the
contract to each payment.

Certain special five-year income tax averaging provisions are available for
total distributions made in 1999, but not after that. Other favorable

<PAGE>

procedures may also be available to taxpayers who had attained age 50 prior to
January 1, 1986.

IRS required minimum distributions to the employee must begin no later than
April 1 of the year following the year in which the employee reaches age 70 1/2
or, if later, retires.

CONTRACTS PURCHASED FOR H.R. 10 (SELF-EMPLOYED) PLANS
-----------------------------------------------------

Self-employed persons, including partnerships, purchase contracts for tax
qualified pension and profit-sharing plans that they establish for themselves
and for their employees. The Code limits the maximum amount of premium payments
that the self-employed person may deduct for federal income tax purposes each
year. With respect to variable annuity contracts issued on the life of
self-employed persons under such plans, the maximum generally is the lesser of

. $30,000, or

. 25% of "earned income" (as defined in the Code).

Self-employed persons must also make premium payments for their employees (who
have met certain eligibility requirements) at least at the same rate as they do
for themselves.

Tax qualified plans may permit self-employed persons and their employees to
make additional premium payments themselves (which are not deductible) of up to
10% of earned income or compensation.

When we make annuity payments under an H.R. 10 contract, the payee must pay
federal income taxes under the same rules that apply to such payments under
corporate plans (discussed above).

The tax treatment of annuity payments is also the same as under corporate
plans (discussed above); as, in most respects, is the tax treatment of single
sum payments.

The same rules discussed above that determine for corporate plans (a) when
annuity payments must commence and (b) the 10% penalty tax on certain early
distributions also apply to H.R. 10 plans.

CONTRACTS PURCHASED FOR "TOP-HEAVY" PLANS
-----------------------------------------

Certain corporate and H.R. 10 plans may fall within the definition of
"top-heavy plans" under Section 416 of the Code. This can happen if the plan
holds a significant amount of its assets for the benefit of "key employees" (as
defined in the Code). You should consider whether your plan meets the
definition. If so, you should take care to consider the special limitations
applicable to top-heavy plans and the potentially adverse tax consequences to
key employees.

TAX-FREE ROLLOVERS
------------------

The discussion above covers certain fully or partially tax-free "rollovers"
from a regular IRA to a ROTH IRA. You may also make a tax-free rollover from

. a regular IRA to another regular IRA,

. any tax-qualified plan to a regular IRA, and

. any tax-qualified plan to another tax-qualified plan of the same type
(i.e. TSA to TSA, corporate plan to corporate plan, etc.)

We do not have to withhold tax if you roll over your entire distribution and
you request us to pay it directly to the successor plan. Otherwise, 20%
mandatory withholding will apply and reduce the amount you can roll over to the
new plan, unless you add funds to the rollover from other sources. Consult

<PAGE>

a qualified tax adviser before taking such a distribution.

SEE YOUR OWN TAX ADVISER
------------------------

The above description of Federal income tax consequences to owners of and
payees under contracts, and of the different kinds of tax qualified plans which
may be funded by the contracts, is only a brief summary and is not intended as
tax advice. The rules under the Code governing tax qualified plans are
extremely complex and often difficult to understand. Changes to the tax laws
may be enforced retroactively. Anything less than full compliance with the
applicable rules, all of which are subject to change from time to time, can have
adverse tax consequences. The taxation of an annuitant or other payee has
become so complex and confusing that great care must be taken to avoid pitfalls.
For further information you should consult a qualified tax adviser.

FURTHER INFORMATION ABOUT JHVLICO

DESCRIPTION OF JHVLICO

We are JHVLICO, a stock life insurance company, organized in 1979 under the
laws of the Commonwealth of Massachusetts. JHVLICO commenced operations in
1980. Currently, JHVLICO writes variable and universal life insurance policies
in all states except New York. JHVLICO is wholly-owned by John Hancock Mutual
Life Insurance Company ("John Hancock"), a mutual life insurance company
organized under the laws of Massachusetts in 1862. At December 31, 1998,
JHVLICO had $ 62.6 billion of life insurance in force.

JHVLICO markets its policies through

(1) John Hancock's sales organization, which includes a proprietary
sales force employed at John Hancock's own agencies and a network of
independent general agencies, and

(2) various unaffiliated broker-dealers and certain financial
institutions with which John Hancock and JHVLICO have sales
agreements.

In 1993, JHVLICO acquired Colonial Penn Annuity and Life Insurance Company and
rename it John Hancock Life Insurance Company of America. On March 5, 1998,
John Hancock Life Insurance Company of America changed its name to Investors
Partner Life Insurance Company ("IPL"). At December 31, 1998, IPL's principal
business consisted of a run-off of a block of single premium whole life
insurance. More information about IPL is contained in Note 2 to JHVLICO's
Financial Statements, beginning on page __.

SELECTED FINANCIAL DATA

You should read the following financial data for JHVLICO along with

(1) "Management's Discussion and Analysis of Financial Condition and
Results of Operations, immediately following this section, and

(2) JHVLICO's financial statements and the notes to the financial
statements, beginning on page __.

Past results do not necessarily indicate future results. The selected
financial data and financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners ("NAIC") ("statutory accounting
practices."). See Note 1 to JHVLICO's financial statements,

<PAGE>

beginning on page __, for additional information about the accounting practices.

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
YEAR ENDED AT DECEMBER 31
-----------------------------------------------------------------
1998 1997 1996 1995 1994
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL
DATA
INCOME STATEMENT DATA
Premiums $ 1,272.3 $ 872.7 $ 820.6 $ 570.9 $ 430.5
Net investment
income 122.8 89.7 76.1 62.1 57.6
Other income,
net 618.1 449.1 427.7 98.7 105.9
TOTAL REVENUES 2,013.2 1,411.5 1,324.4 731.7 594.0
Total benefits
and expenses 1,963.9 1,342.5 1,249.0 672.2 566.4
Income tax
expense 33.1 38.5 38.6 28.4 15.0
Net realized
capital gains
(losses) (0.6) (3.0) (1.5) 0.5 0.4
Net gain $ 15.6 $ 27.5 $ 35.3 $ 31.6 $ 13.0

BALANCE SHEET DATA
Total assets $ 8,599.0 $6,521.5 $4,567.8 $3,446.3 $2,626.9
Total
obligations 8,268.2 6,199.8 4,284.7 3,197.6 2,409.0
Total
stockholder's
equity $ 330.8 $ 321.7 $ 283.1 $ 248.7 $ 217.9
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

FINANCIAL CONDITION

During the past fiscal year, JHVLICO's total assets grew primarily due to the
growth in the total assets of the JHVLICO's separate accounts.

Likewise, its total obligations grew. Total shareholder equity also grew
during this period. The following chart shows the percentage of growth in total
assets, total obligations and total shareholder equity for the last fiscal year:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------
1998 1997
---- ----
(IN MILLIONS) % CHANGE
<S> <C> <C> <C>
Total assets - JHVLICO $ 8,599.0 $ 6,521.5 31.9%
- ---------------------------------------------------------------------------------------------------------------------
Total assets - JHVLICO separate accounts $ 6,595.2 $ 4,691.1 40.6%
- ---------------------------------------------------------------------------------------------------------------------
Total obligations - JHVLICO $ 8,268.2 $ 6,199.8 33.4%
- ---------------------------------------------------------------------------------------------------------------------
Total obligations - JHVLICO separate accounts $ 6,589.4 $ 4,685.7 40.6%
- ---------------------------------------------------------------------------------------------------------------------
Total shareholder equity $ 330.8 $ 321.7 2.8%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Separate account assets and liabilities consist primarily of the fund balances
associated with JHVLICO's variable life and annuity business. The asset
holdings include fixed income, equity, growth, total return, real estate,
global, and international mutual funds with liabilities representing amounts
due to policyholders.

<PAGE>

During the 1997 fiscal year, a similar pattern of growth occurred. It is
shown on the following chart:

YEAR ENDED DECEMBER 31
--------------------------
1997 1996
---- ----
(IN MILLIONS) % CHANGE
Total assets - JHVLICO $ 6,521.5 $ 4,567.8 42.8%
- -------------------------------------------------------------------------------
Total assets - JHVLICO separate $ 4,691.1 $ 3,290.5 42.6%
accounts
- -------------------------------------------------------------------------------
Total obligations - JHVLICO $ 6,199.8 $ 4,284.7 44.7%
- -------------------------------------------------------------------------------
Total obligations - JHVLICO separate $ 4,685.7 $ 3,285.8 42.6%
accounts
- -------------------------------------------------------------------------------
Total shareholder equity $ 321.7 $ 283.1 13.6%
- -------------------------------------------------------------------------------

INVESTMENTS

JHVLICO's bond portfolio remains highly diversified. It maintains the
diversity of its bond portfolio by

(1) investing in a wide variety of geographic regions and industry
groups, and

(2) limiting the size of individual investment relative to the total
portfolio.

JHVLICO invests new money predominantly in long-term investment grade
corporate bonds. As a result, 86.1% of JHVLICO's general account bonds were
investment grade bonds, and 10.8% were medium grade bonds as of December 31,
1998. The corresponding percentages as of December 31, 1997, were 90.2% and
7.5%, respectively. For medium grade bonds, JHVLICO invests mostly in private
placements that provide long-term financing for medium size companies. These
bonds typically are protected by individually negotiated financial covenants
and/or collateral. As of December 31, 1998, the remaining 3.1% of JHVLICO's
total general account bonds consisted of lower grade bonds and bonds in default.
Bonds in default represent 0.6% of JHVLICO's general account bonds.

Management believes JHVLICO's commercial mortgage lending practices continues
to be strong. JHVLICO generally makes mortgage loans against properties with
proven track records and high occupancy levels. Typically, JHVLICO does not
make construction or condominium loans nor lend more than 75% of the property's
value at the time of the loan. JHVLICO uses a computer based mortgage risk
analysis system in managing the credit risk related to its mortgage loans.

JHVLICO has outstanding commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The corresponding amounts at December 31, 1997 were $168.6
million and $28.3 million, respectively. JHVLICO monitors the creditworthiness
of borrowers under long-term bond commitments and requires collateral as deemed
necessary. If funded, loans related to real estate mortgages would be fully
collateralized by the related properties. Most of the commitments at December
31, 1998 expire in 1999.

RESERVES AND OBLIGATIONS

<PAGE>

$4,685.7 million, respectively. JHVLICO computes these liabilities in
accordance with commonly accepted actuarial standards. Its actuarial
assumptions are in accordance with, or more conservative than, those called for
in state regulations. All reserves meet the requirements of Massachusetts
insurance laws.

Every year, JHVLICO performs reserve adequacy testing, usually during the
fourth quarter. Intensive asset adequacy testing was performed in 1998 for the
vast majority of reserves. During 1997, JHVLICO refined certain assumptions
inherent in the calculation of reserves related to AIDS claims under individual
life policies resulting in a $6.4 million increase in stockholder's equity at
December 31, 1997. During 1998, JHVLICO made no refinements to reserves.

JHVLICO's investment reserves include the asset valuation reserve ("AVR") and
interest maintenance reserve ("IMR") required by the NAIC and state insurance
regulatory authorities. The AVR stabilizes statutory surplus from non-interest
related fluctuations in the market value of bonds, stocks, mortgage loans, real
estate and other invested assets. The AVR generally captures realized and
unrealized capital gains or losses on such assets, other than those resulting
from interest rate changes.

Each year, the amount of an insurer's AVR will fluctuate as the non-interest
related capital gains and/or losses are absorbed by the reserve. To adjust for
such changes over time, an annual contribution must be made to the AVR equal to
20% of the difference between the AVR reserve objective (as determined annually
according to the type and quality of an insurer's assets) and the actual AVR.

JHVLICO includes the AVR in its obligations. Its AVR was $21.9 million at
December 31, 1998, and $18.6 million as of December 31, 1997. During 1998,
JHVLICO made a voluntary contribution of 0.7% million to the AVR. Such
contributions may result in a slower rate of growth of, or a reduction to,
shareholder equity. Changes in the AVR are accounted for as direct increases or
decreases in shareholder equity. The impact of the AVR on JHVLICO's shareholder
equity position will depend, in part, on JHVLICO's investment portfolio.

The IMR captures realized capital gains and losses (net of taxes) on fixed
income investments (primarily bonds and mortgage loans) resulting from changes
in interest rate levels. JHVLICO does not reflect these amounts in its
shareholder equity account in its capital account but amortizes them into net
investment income over the estimated remaining lives of the investments
disposed. At December 31, 1998 and December 31, 1997, JHVLICO's IMR balance was
$10.7 million and $7.8 million, respectively. The impact of the IMR on
JHVLICO's shareholder equity depends upon the amount of future interest related
capital gains and losses on fixed income investments.

RESULTS OF OPERATIONS

1998 COMPARED TO 1997
---------------------

Net gains from operations, before net realized capital gains/losses, totaled
$16.2 million in 1998, $14.3 million lower than in 1997. A net loss of $9.8
million in 1998 to the individual annuity line of business contributed
significantly to this decrease in operating gain. First year commissions and
taxes on sales of $340.0 million of corporate-owned life insurance further
diminished the gain.

During 1998, total revenues increased by 42.6% (or $601.7 million) to $2,013.2
million. Premium, net of premium ceded to reinsurers, increased by 45.8% (or
$399.6 million) to $1,272.3 million. Net investment income increased by 36.9%
(or $33.1 million) to $122.8 million. This increase is primarily due to a 47.8%
(or $31.0 million) increase in gross income on long-term bonds, and a 27.8% (or
$5.4 million) increase in gross income on commercial mortgages. The increases
can both be attributed to an increased asset base. Other income increased by

<PAGE>

$169.0 million as a result of reserve adjustments on reinsurance ceded.

During 1998, total benefits and expenses increased by 46.3% (or $621.4
million) to $1,963.9 million. Benefit payments and additions to reserves
increased by 52.4% (or $571.4 million) to $1,661.6 million. This increase is
largely the result of an increase in reserves of $297.4 million associated with
the sale of corporate owned life insurance. Insurance expenses increased by
17.6% (or $41.0 million) to $274.2 million. This consists of a $27.3 million
increase in commission expenses resulting from the sale of new and renewal
business, and a $13.7 million increase in the expenses of providing services to
policyholders.

1997 COMPARED TO 1996
---------------------

Net gain from operations totaled $30.5 million during 1997, $6.3 million lower
than in 1996. The decrease in operating gain resulted largely from the
implementation of a reinsurance agreement that ceded variable annuity business
to John Hancock during 1996. The implementation of the agreement created a
one-time gain in 1996, which did not recur in 1997.

During 1997, total revenues increased by 6.6% (or $87.1 million) to $1,411.5
million. Premiums, net of premium ceded to reinsurers, increased by 6.3% (or
$52.1 million) to $872.7 million. Net investment income increased by 17.9% (or
$13.6 million) to $89.7 million during 1997. This increase resulted largely
from a 10.1% (or $5.9 million) increase in gross income on long-term bonds and a
49.7% (or $5.4 million) increase in gross income on commercial mortgages. Both
increases can be attributed to an increased asset base. Other income increased
by $21.4 million as a result of reserve adjustments on reinsurance ceded and
income from fees associated with separate accounts.

During 1997, total benefits and expenses increased by 7.5% (or $93.5 million)
to $1,342.5 million. Benefit payments and additions to reserves increased by
6.2% (or $64.0 million) to $1,090.2 million. Insurance expense increased by
13.5% (or $27.7 million) to $233.2 million. The insurance expense increase
consists of an $18.3 million increase in commission expense resulting from the
sale of new and renewal business, and a $9.4 million increase in the expense of
providing service to policyholders.

LIQUIDITY AND CAPITAL RESOURCES

JHVLICO's liquidity resources for the past two fiscal years were as follows

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1998 1997
---- ----
TYPE OF INVESTMENTS (IN MILLIONS)
<S> <C> <C>
Cash and short-term investments $ 19.9 $143.2
- -----------------------------------------------------------------------------------------------------
Public bonds $461.9 $561.2
- -----------------------------------------------------------------------------------------------------
Investment-grade private placement bonds $619.9 $461.7
- -----------------------------------------------------------------------------------------------------
</TABLE>
:

In addition, JHVLICO's separate accounts are highly liquid and available to
meet most outflow needs for variable life insurance.

JHVLICO's management believes the liquidity resources of $1,101.7 million as
of December 31, 1998, strongly position JHVLICO to meet all its obligations to
policyholders and others. Funds provided by normal operations generally satisfy
JHVLICO's financing needs. As of December 31, 1998, JHVLICO has a $61.9 million
note payable to an affiliate. The interest is paid on a variable rate, and the
principal is expected to be repaid by the end

<PAGE>

of the first quarter of 1999. As of December 31, 1997, JHVLICO had no
outstanding borrowings.

Total surplus, also know as stockholder's equity, plus the AVR, amounted to
$352.7 million as of December 31, 1998, and $340.3 million as of December 31,
1997. The current statutory accounting treatment of taxes for deferred
acquisition costs ("DAC taxes") currently results in a reduction to JHVLICO's
surplus. This reduction will persist during periods of growth in new business.
DAC taxes result from federal income tax law that approximates acquisition
expenses, and then spreads the corresponding tax deduction over a period of
years. As a result, the DAC tax is collected immediately and subsequently
returned through tax deductions in later years.

Since it began operations, JHVLICO has received a total of $381.8 million in
capital contributions from John Hancock, of which $377.5 million is credited to
paid-in capital and $2.5 million was credited to capital stock as of December
31, 1998 and 1997. In 1993, JHVLICO returned $1.8 million of capital to John
Hancock. To support JHVLICO's operations, for the indefinite future, John
Hancock will continue to make capital contributions, if necessary, to ensure
that JHVLICO maintains shareholder's equity of at least $1.0 million. JHVLICO's
stockholder's equity, net of unassigned deficit, amounted to $330.8 million at
December 31, 1998, and $321.7 million at December 31, 1997.

In December, 1992, the NAIC approved risk-based capital ("RBC") standards for
life insurance companies. It also approved a model act (the "RBC Model Act") to
apply such standards at the state level. The RBC Model Act requires life
insurers to submit an annual RBC report comparing the company's total adjusted
capital (statutory surplus plus AVR, voluntary investment reserves, and one-half
the apportioned dividend liability) with its risk-based capital as calculated by
an RBC formula. The formula takes into account the risk characteristics of the
company's investments and products. Insurance regulators use the formula as an
early warning tool to identify possible weakly capitalized companies for
purposes of initiating further regulatory action, not as a means to rank
insurers. As of December 31, 1998, JHVLICO's total adjusted capital as defined
by the NAIC was well in excess of the RBC standards.

REINSURANCE

To reduce its exposure to large losses under its insurance policies, JHVLICO
enters into reinsurance arrangements with its parent, John Hancock, and other
non-affiliated insurance companies. For more information about JHVLICO's
reinsurance arrangements, see Notes 5 and 7 of the Notes to Financial
Statements.

SEPARATE ACCOUNT

State laws permit insurers to establish separate accounts in which hold assets
backing certain policies or contracts, including variable life insurance
policies and variable annuity contracts. The insurance company maintains the
investments in each separate account apart from other separate accounts and the
general account. The investment results of the separate account assets are
passed through directly to the account's policyholders or contradictors. The
insurance company derives certain fees from, but bears no investment risk on,
these assets. Other than amounts derived from or otherwise attributable to
JHVLICO's general account, assets of its separate accounts are not available to
fund the liabilities of its general account.

COMPETITION

The life insurance business is highly competitive. There are approximately
1,600 stock, mutual, and other types of insurers in the life and health
insurance business in the United States. According to the July, 1998, issue of
Best's Review Life/Health, JHVLICO ranks 109th in terms of individual direct
ordinary life insurance net

<PAGE>

premiums written during 1997. JHVLICO's parent, John Hancock, ranks 9th.

Best's Company Report, dated March 15, 1998, affirms JHVLICO's financial
stability rating from A.M. Best Company, Inc. of A++u, its highest, based on the
strength of its parent company and the capital guarantee discussed above. On May
15, 1998, A.M. Best placed John Hancock under review following the announcement
of its plans to demutualize. Standard & Poor's Corporation and Duff & Phelps
Credit Rating Company have assigned insurance claims-paying ability ratings to
JHVLICO of AA+ and AAA, respectively, which place JHVLICO in the second highest
and highest categories, respectively, by these rating agencies. Moody's
Investors Service, Inc. has assigned JHVLICO a financial strength rating of Aa2,
which is its third highest rating.

EMPLOYEES AND FACILITIES

John Hancock provides JHVLICO with personnel, property, and facilities for the
performance of certain of JHVLICO's corporate functions. John Hancock annually
determines a fee for these services and facilities based on a number of criteria
which were revised in 1998 and 1997 to reflect continuing changes in JHVLICO's
operations. The amount of service fee charged to JHVLICO was $157.5 million and
$123.6 million in 1998 and 1997, respectively.

Approximately 1,100 of John Hancock's field office employees and agents are
members of a labor union. The agreement with union employees and agents was
ratified in June, 1996.

TRANSACTIONS WITH JOHN HANCOCK

As indicated, property, personnel and facilities are provided, at a service
fee, by John Hancock for purposes of JHVLICO's operations, and the two companies
have entered into certain reinsurance arrangements. In addition, John Hancock
has contributed all of JHVLICO's capital, of which $1.8 million of paid-in
capital was returned to John Hancock during 1993. It is expected that
arrangements and transactions such as the foregoing will continue in the future
to an indeterminate extent. See Note 5 of the Notes to Financial Statements.

John Hancock receives no additional compensation for its services as
underwriter and distributor of the Contracts issued by JHVLICO.

REGULATIONS

JHVLICO complies with extensive state regulation in the jurisdictions in which
it does business. This extensive state regulation along with proposals to adopt
a federal regulatory framework may in the future adversely affect JHVLICO's
ability to sustain adequate returns. JHVLICO's business also could be adversely
affected by:

(1) changes in state law relating to asset and reserve valuation
requirements;

(2) limitations on investments and risk-based capital requirements;
and,

(3) at the federal level, laws and regulations that may affect certain
aspects of the insurance industry.

States levy assessments against John Hancock companies as a result of
participation in various types of state guaranty associations, state insurance
pools for the uninsured or other arrangements.

Regulators have discretionary authority, to limit or prohibit an insurer from
issuing new business to policyholders if the regulators determine that

(1) such insurer is not maintaining minimum statutory surplus or
capital or

<PAGE>

(2) further transaction of business would be hazardous to the
policyholders.

Based upon their current or anticipated levels if statutory surplus and the
volume of their new sales, JHVLICO and its affiliates do not believe regulations
will limit their issuance of new insurance business.

Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal laws and regulations may significantly
affect the insurance business by removing barriers preventing banks from
engaging in the insurance business, limiting medical testing for insurability,
changing the tax laws affecting the taxation of insurance companies and
insurance products, and prohibiting the use of gender in determining insurance
and pension rates and benefits. Such initiatives could impact the relative
desirability of various personal investment vehicles.

DIRECTORS

The directors and executive officers of JHVLICO are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH JHVLICO OTHER BUSINESS WITHIN PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David D'Alessandro, 48 Chairman President and Chief Operating Offic
Director Hancock

- --------------------------------------------------------------------------------------------------------------
Michele G. Van Leer, 41 Vice Chairman & President Senior Vice President, Life Product
Director Management, John Hancock

- --------------------------------------------------------------------------------------------------------------
Robert S. Paster, 47 Vice President Second Vice President, Direct Distr
Director Hancock

- --------------------------------------------------------------------------------------------------------------
Joseph A. Tomlinson, 52 Vice President Vice President, Annuity and Special
Director John Hancock

- --------------------------------------------------------------------------------------------------------------
Robert R. Reitano, 49 Vice President Vice President, Investment Policy &
Director John Hancock

- --------------------------------------------------------------------------------------------------------------
Barbara L. Luddy, 47 Vice President & Actuary Vice President, Financial Reporting
Director John Hancock

- --------------------------------------------------------------------------------------------------------------
Ronald J. Bocage, 53 Vice President & Counsel Vice President & Counsel,
Director John Hancock

- --------------------------------------------------------------------------------------------------------------
Thomas J. Lee, 45 Vice President Vice President, Life Product System
Director Management, John Hancock

- --------------------------------------------------------------------------------------------------------------
Daniel L. Ouellette 50 Vice President, Marketing Senior Vice President, Retail Marke

- --------------------------------------------------------------------------------------------------------------
Edward P. Dowd 56 Vice President, Investments Senior Vice President, Real Estate
Group, John Hancock

- --------------------------------------------------------------------------------------------------------------
Roger G. Nastou 57 Vice President, Investments Vice President, Bond and Corporate
John Hancock

- --------------------------------------------------------------------------------------------------------------
Laura L. Mangan 36 Vice President & Secretary Corporate Secretary, John Hancock

- --------------------------------------------------------------------------------------------------------------
Patrick F. Smith 57 Controller Senior Associate Controller, Contro
Department, John Hancock

- --------------------------------------------------------------------------------------------------------------
Julie H. Indge 46 Treasurer Financial Officer, Financial Sector
John Hancock

- --------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

EXECUTIVE COMPENSATION

Executive officers of JHVLICO also serve one or more of the affiliated
companies of John Hancock. Allocations have been made as to each individual's
time devoted to his or her duties as an executive officer of JHVLICO. The
following table provides information on the allocated compensation paid to the
chief executive officer for 1998. No other executive officers of JHVLICO earned
more that $100,000 during 1998. Directors of JHVLICO receive no compensation in
addition to their compensation as employees of John Hancock.

<TABLE>
<CAPTION>
NAME ANNUAL COMPENSATION LONG-TERM
---- ---------- COMPENSATION
TITLE SALARY BONUS OTHER LTIP-----ALL OTHER
----- ------ ----- ----- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
David D'Alessandro Chairman $27,000 $34,500 $20,180 $1,528 $0
</TABLE>

YEAR 2000 IMPACT

JHVLICO relies on John Hancock, its parent company, for information processing
services. John Hancock is executing its plan to address the impact of the Year
2000 issues that result from computer programs being written using two digits to
reflect the year rather than four to define the applicable year and century.
Historically, the first two digits were hard-coded to save memory. Many of
John Hancock's computer programs that have date-sensitive software, including
those relied upon by JHVLICO, may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in an information technology (IT)
system failure or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send invoices
or engage in similar normal business activities. In addition, non-IT systems
including, but not limited to, security alarms, elevators and telephones are
subject to malfunction due to their dependence on embedded technology such as
micro-controllers for proper operation. As described, the Year 2000 project
presents a number of challenges for financial institutions since the correction
of Year 2000 issues in IT and non-IT systems will be complex and costly for the
entire industry.

John Hancock began to address the Year 2000 project as early as 1994. John
Hancock's plan to address the Year 2000 Project includes an awareness campaign,
an assessment period, a renovation stage, validation work and an implementation
of Company solutions.

The continuous awareness campaign serves several purposes: defining the
problem, gaining executive level support and sponsorship, establishing a team
and overall strategy, and assessing existing information system management
resources. Additionally, the awareness campaign establishes an education process
to ensure that all employees are aware of the Year 2000 issue and knowledgeable
of their role in securing solutions.

The assessment phase, which was completed for both IT and non-IT systems as of
April 1998, included the identification, inventory, analysis, and prioritization
of IT and non-IT systems and processes to determine their conversion or
replacement.

The renovation stage reflects the conversion, validation, replacement, or
elimination of selected platforms, applications, databases and utilities,
including the modification of applicable interfaces. Additionally, the
renovation stage includes performance, functionality, and regression testing and
implementation. The renovation phase for mission critical systems has been
completed. Similarly, most of the non-mission critical systems have been
renovated and the remaining systems are expected to be completed by the third
quarter of 1999.

<PAGE>

The validation phase consists of the compliance testing of renovated systems.
The validation phase for mission critical systems has been completed.
Similarly, the majority of non-mission critical systems have been validated and
the remaining systems are expected to be completed by the third quarter of 1999.
We will use our testing facilities through the remainder of 1999 to perform
special functional testing. Special functional testing includes testing, as
required, with material third parties and industry groups and performing reviews
of "dry runs" of year-end activities. Scheduled testing of our material
relationships with third parties is underway. It is anticipated that testing
with material business partners will continue through much of 1999.

Finally, the implementation phase involves the actual implementation of
converted or replaced platforms, applications, databases, utilities, interfaces,
and contingency planning. Mission critical systems and most non-mission
critical systems have been implemented. The few remaining non-mission critical
systems are expected to be implemented by the third quarter of 1999.

The costs of the Year 2000 project consist of internal IT personnel and
external costs such as consultants, programmers, replacement software, and
hardware. The costs of the Year 2000 project are expensed as incurred. The
project is funded partially through a reallocation of resources from
discretionary projects. Through December 31, 1998, John Hancock has incurred
and expensed approximately $9.8 million in related payroll costs for its
internal IT personnel on the project. The estimated range of remaining internal
IT personnel costs of the project is approximately $8 to $9 million. Through
December 31, 1998, John Hancock has incurred and expensed approximately $36.4
million in external costs for the project. The estimated range of remaining
external costs of the project is approximately $35 to $36 million. The total
costs of the Year 2000 project to John Hancock, based on management's best
estimates, include approximately $18 million in internal IT personnel, $7.4
million in the external modification of software, $34.2 million for external
solution providers, $19.4 million in replacement costs of non-compliant IT
systems and $12.6 million in oversight, test facilities and other expenses.
Accordingly, the estimated range of total costs of the Year 2000 project to
John Hancock, internal and external, is approximately $90 to $95 million.
However, there can be no guarantee that these estimates will be achieved and
actual results could materially differ from those plans. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.

John Hancock's total Year 2000 project costs include the estimated impact of
external solution providers and are based on presently available information.
However, there is no guarantee that the systems of other companies that John
Hancock's systems rely on will be timely converted, or that a failure to convert
by another company, or a conversion that is incompatible with John Hancock's
systems, including those upon which JHVLICO relies, would not have material
adverse effect on John Hancock or JHVLICO. It is documented in trade
publications that companies in foreign countries are not acting as intensively
as domestic companies to remediate Year 2000 issues. Accordingly, it is
expected that Company facilities based outside the United States face higher
degrees of risks from data exchanges with material business partners. In
addition, JHVLICO has numerous customers that hold its products. Nearly all
products sold by JHVLICO contain date sensitive data, examples of which are
policy expiration dates, birth dates and premium payment dates. Finally, the
regulated nature of JHVLICO's industry exposes it to potential supervisory or
enforcement actions relating to Year 2000 issues.

John Hancock's contingency planning initiative related to the Year 2000
project is underway. The

<PAGE>

plan is addressing John Hancock's readiness as well as that of material business
partners on whom John Hancock and JHVLICO depend. John Hancock's contingency
plans are being designed to keep each subsidiary's operations functioning in the
event of a failure or delay due to the Year 2000 record format and date
calculation changes. Contingency plans are being constructed based on the
foundation of extensive business resumption plans that John Hancock has
maintained and updated periodically, which outline responses to situations that
may affect critical business functions. These plans also provide emergency
operations guidance, which defines a documented order of actions to respond to
problems. These extensive business resumption plans are being enhanced to cover
Year 2000 situations.

PERFORMANCE INFORMATION

We may advertise total return information about investments made in the
variable investment options. We refer to this information as "Account level"
performance. In our Account level advertisements, we usually calculate total
return for 1, 5, and 10 year periods or since the beginning of the applicable
variable investment option. Total return at the Account level is the percentage
change between

. the value of a hypothetical investment in a variable investment
option at the beginning of the relevant period, and

. the value at the end of such period.

At Account level, total return reflects adjustments for

. the mortality and expense risk charges,

. the annual contract fee, and

. any withdrawal charge payable if the owner surrenders his contract at
the end of the relevant period.

Total return at the Account level does not, however, reflect any premium tax
charges or any charges for optional benefit riders. Total return at the Account
level will be lower than that at the Trust level where comparable charges are
not deducted.

We may also advertise total return in a non-standard format in conjunction
with the standard format described above. The non-standard format is the same
as the standard format except that it will not reflect any withdrawal charge.

We may advertise "current yield" and "effective yield" for investments in the
Money Market investment option. CURRENT YIELD refers to the income earned on
your investment in the Money Market investment option over a 7-day period and
then annualized. In other words, the income earned in the period is assumed to
be earned every 7 days over a 52-week period and stated as a percentage of the
investment.

EFFECTIVE YIELD is calculated in a similar manner but, when annualized, the
income earned by your investment is assumed to be reinvested and thus compounded
over the 52-week period. Effective yield will be slightly higher than current
yield because of this compounding effect of reinvestment.

We also advertise current yield for investments in the other variable
investment options. For investments in these options, we calculate current
yield by the following formula:

the annualization of the income earned by an
investment in the variable investment option
during a recent 30-day period
DIVIDED BY
the maximum offering price per unit of the
variable investment option at the end of such
30-day period
- ----------------------------------------------

<PAGE>

In all cases, current yield and effective yield reflect all the recurring
charges at the Account level, but will not reflect any premium tax, any
withdrawal charge, or any charge for optional benefit riders.

REPORTS

At least annually, we will send you (1) a report showing the number and value
of the accumulation units in your contract and (2) the financial statements of
the Trusts.

VOTING PRIVILEGES

At meetings of the Trusts' shareholders, we will generally vote all the shares
of each Fund that we hold in the Account in accordance with instructions we
receive from the owners of contracts that participate in the corresponding
variable investment option.

CERTAIN CHANGES

We reserve the right, subject to applicable law, including any required
shareholder approval,

. to transfer assets that we determine to be your assets from the
Account to another separate account or investment option by
withdrawing the same percentage of each investment in the Account
with proper adjustments to avoid odd lots and fractions,

. to add or delete variable investment options,

. to change the underlying investment vehicles,

. to operate the Account in any form permitted by law, and

. to terminate the Account's registration under the 1940 Act, if such
registration should no longer be legally required.

Unless otherwise required under applicable laws and regulations, notice to or
approval of owners will not be necessary for us to make such changes.

DISTRIBUTION OF CONTRACTS

John Hancock Funds, Inc. ("JHFI") acts as principal distributor of the
contracts sold through this prospectus. JHFI is registered as a broker-dealer
under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. Its address is 101 Huntington Avenue,
Boston, Massachusetts 02199.

You can purchase a contract through broker-dealers and certain financial
institutions who have entered into selling agreements with JHFI and JHVLICO and
whose representatives are authorized by applicable law to sell annuity products.
We do not expect the compensation to such broker-dealers and financial
institutions to exceed 8.0% of premium payments (on a present value basis).
For limited periods of time, we may pay additional compensation to
broker-dealers as part of special sales promotions. We offer these contracts on
a continuous basis, but neither John Hancock nor JHFI is obligated to sell any
particular amount of contracts. We reimburse JHFI for direct and indirect
expenses actually incurred in connection with the marketing and sale of these
contracts. JHFI is a subsidiary of John Hancock Mutual Life Insurance Company.

REGISTRATION STATEMENT

JHVLICO complies with the reporting requirements of the Securities Act of
1934. You can get more details from the SEC upon payment of prescribed fees or
through the SEC's internet web site (www.sec.gov).

<PAGE>

This prospectus omits certain information contained in the registration
statement that we filed with the SEC. Among other things, the registration
statement contains a "Statement of Additional Information" that we will send you
without charge upon request. The Table of Contents of the Statement of
Additional Information lists the following subjects that it covers:

page of SAI
<S> <C>
VARIATIONS IN CHARGES. . . . . . . . . . . 2
DISTRIBUTION . . . . . . . . . . . . . . . 2
CALCULATION OF ANNUITY PAYMENTS. . . . . . 2
ADDITIONAL INFORMATION ABOUT DETERMINING
UNIT VALUES . . . . . . . . . . . . . . . 4
PURCHASES AND REDEMPTIONS OF FUND SHARES . 6
THE ACCOUNT. . . . . . . . . . . . . . . . 6
DELAY OF CERTAIN PAYMENTS. . . . . . . . . 6
LIABILITY FOR TELEPHONE TRANSFERS. . . . . 6
VOTING PRIVILEGES. . . . . . . . . . . . . 7
SEPARATE ACCOUNT FINANCIAL STATEMENTS. . . 8

</TABLE>

EXPERTS

Ernst & Young LLP, independent auditors, have audited the financial statements
of John Hancock Variable Life Insurance Company that appear herein and the
financial statements of the Account that appear in the Statement of Additional
Information, which also is a part of the registration statement that contains
this prospectus. Those financial statements are included in the registration
statement in reliance upon Ernst & Young's reports given upon the firm's
authority as experts in accounting and auditing.

<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders John Hancock Variable Life Insurance Company

We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1998
and 1997, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from generally accepted accounting principles. The variances
between such practices and generally accepted accounting principles also are
described in Note 1. The effects on the financial statements of these variances
are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of John Hancock Variable Life Insurance Company at December
31, 1998 and 1997, or the results of its operations or its cash flows for the
years then ended.

Also, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of John Hancock
Variable Life Insurance Company at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.

ERNST & YOUNG LLP

Boston, Massachusetts
February 19, 1999

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

December 31
--------------------
1998 1997
--------- -----------
(In millions)
<S> <C> <C>
ASSETS
Bonds--Note 6 . . . . . . . . . . . . . . . . . . . . $1,185.8 $1,092.7
Preferred stocks . . . . . . . . . . . . . . . . . . . 36.5 17.2
Common stocks . . . . . . . . . . . . . . . . . . . . 3.1 2.3
Investment in affiliates . . . . . . . . . . . . . . . 81.7 79.1
Mortgage loans on real estate--Note 6 . . . . . . . . 388.1 273.9
Real estate . . . . . . . . . . . . . . . . . . . . . 41.0 39.9
Policy loans . . . . . . . . . . . . . . . . . . . . . 137.7 106.8
Cash items:
Cash in banks . . . . . . . . . . . . . . . . . . . 11.4 83.1
Temporary cash investments . . . . . . . . . . . . . 8.5 60.1
-------- --------
19.9 143.2
Premiums due and deferred . . . . . . . . . . . . . . 32.7 33.8
Investment income due and accrued . . . . . . . . . . 29.8 24.7
Other general account assets . . . . . . . . . . . . . 47.5 16.8
Assets held in separate accounts . . . . . . . . . . . 6,595.2 4,691.1
-------- --------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $8,599.0 $6,521.5
======== ========
OBLIGATIONS AND STOCKHOLDER'S EQUITY
OBLIGATIONS
Policy reserves . . . . . . . . . . . . . . . . . . $1,652.0 $1,124.3
Federal income and other taxes payable--Note 1 . . . 44.3 36.1
Other general account obligations . . . . . . . . . 150.9 481.9
Transfers from separate accounts, net . . . . . . . (190.3) (146.8)
Asset valuation reserve--Note 1 . . . . . . . . . . 21.9 18.6
Obligations related to separate accounts . . . . . . 6,589.4 4,685.7
-------- --------
TOTAL OBLIGATIONS . . . . . . . . . . . . . . . . . . 8,268.2 6,199.8
STOCKHOLDER'S EQUITY
Common Stock, $50 par value; authorized 50,000
shares; issued and outstanding 50,000 shares . . . 2.5 2.5
Paid-in capital . . . . . . . . . . . . . . . . . . 377.5 377.5
Unassigned deficit . . . . . . . . . . . . . . . . . (49.2) (58.3)
-------- --------
TOTAL STOCKHOLDER'S EQUITY . . . . . . . . . . . . . . 330.8 321.7
-------- --------
TOTAL OBLIGATIONS AND STOCKHOLDER'S EQUITY . . . . . . $8,599.0 $6,521.5
======== ========
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT

Year ended December 31
-----------------------
1998 1997
----------- -------------
(In millions)
<S> <C> <C>
INCOME
Premiums . . . . . . . . . . . . . . . . . . . . $1,272.3 $ 872.7
Net investment income--Note 3 . . . . . . . . . 122.8 89.7
Other, net . . . . . . . . . . . . . . . . . . . 618.1 449.1
-------- --------
2,013.2 1,411.5
BENEFITS AND EXPENSES
Payments to policyholders and beneficiaries . . 301.4 264.0
Additions to reserves to provide for future
payments to policyholders and beneficiaries . 1,360.2 826.2
Expenses of providing service to policyholders
and obtaining new insurance
--Note 5 . . . . . . . . . . . . . . . . . . . 274.2 233.2
State and miscellaneous taxes . . . . . . . . . 28.1 19.1
-------- --------
1,963.9 1,342.5
-------- --------
GAIN FROM OPERATIONS BEFORE FEDERAL INCOME
TAXES AND NET REALIZED CAPITAL LOSSES . . . 49.3 69.0
Federal income taxes--Note 1 . . . . . . . . . . . 33.1 38.5
-------- --------
GAIN FROM OPERATIONS BEFORE NET REALIZED
CAPITAL
LOSSES . . . . . . . . . . . . . . . . . . . 16.2 30.5
Net realized capital losses--Note 4 . . . . . . . (0.6) (3.0)
-------- --------
NET INCOME . . . . . . . . . . . . . . . . . 15.6 27.5
Unassigned deficit at beginning of year . . . . . (58.3) (96.9)
Net unrealized capital (losses) gains and other
adjustments--Note 4 . . . . . . . . . . . . . . . (6.0) 5.0
Other reserves and adjustments . . . . . . . . . . (0.5) 6.1
-------- --------
UNASSIGNED DEFICIT AT END OF YEAR . . . . . . . . $ (49.2) $ (58.3)
======== ========
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Year ended December 31
-----------------------
1998 1997
----------- ------------
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Insurance premiums . . . . . . . . . . . . . . . $1,275.3 $ 877.0
Net investment income . . . . . . . . . . . . . . 118.2 89.9
Benefits to policyholders and beneficiaries . . . (275.5) (245.2)
Dividends paid to policyholders . . . . . . . . . (22.3) (18.7)
Insurance expenses and taxes . . . . . . . . . . (296.9) (267.2)
Net transfers to separate accounts . . . . . . . (874.4) (715.2)
Other, net . . . . . . . . . . . . . . . . . . . 551.3 408.9
-------- -------
NET CASH PROVIDED FROM OPERATIONS . . . . . . 475.7 129.5
-------- -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Bond purchases . . . . . . . . . . . . . . . . . (618.8) (621.6)
Bond sales . . . . . . . . . . . . . . . . . . . 340.7 197.3
Bond maturities and scheduled redemptions . . . . 111.8 34.1
Bond prepayments . . . . . . . . . . . . . . . . 76.5 51.6
Stock purchases . . . . . . . . . . . . . . . . . (23.4) (15.7)
Proceeds from stock sales . . . . . . . . . . . . 1.9 6.7
Real estate purchases . . . . . . . . . . . . . . (4.2) (1.3)
Real estate sales . . . . . . . . . . . . . . . . 2.1 0.4
Other invested assets purchases . . . . . . . . . 0.0 (1.0)
Proceeds from the sale of other invested assets . 0.0 0.3
Mortgage loans issued . . . . . . . . . . . . . . (145.5) (94.5)
Mortgage loan repayments . . . . . . . . . . . . 33.2 32.4
Other, net . . . . . . . . . . . . . . . . . . . (435.2) 393.1
-------- -------
NET CASH USED IN INVESTING ACTIVITIES . . . . (660.9) (18.2)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term note payable . . . . . 61.9 0.0
-------- -------
NET CASH PROVIDED FROM FINANCING ACTIVITIES . 61.9 0.0
-------- -------
(DECREASE) INCREASE IN CASH AND TEMPORARY CASH
INVESTMENTS. . . . . . . . . . . . . . . . . . . . (123.3) 111.3
Cash and temporary cash investments at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . 143.2 31.9
-------- -------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 19.9 $ 143.2
======== =======
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES

John Hancock Variable Life Insurance Company (the Company) is a wholly-owned
subsidiary of John Hancock Mutual Life Insurance Company (John Hancock). The
Company, domiciled in the Commonwealth of Massachusetts, principally writes
variable and universal life insurance policies. Those policies primarily are
marketed through John Hancock's sales organization, which includes a career
agency system composed of company-owned, unionized branch offices and
independent general agencies. Policies also are sold through various
unaffiliated securities broker-dealers and certain other financial institutions.
Currently, the Company writes business in all states except New York.

The preparation of financial statements requires management to make estimates
and assumptions that affect amounts reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future as
more information becomes known, which could impact the amounts reported and
disclosed herein.

Basis of Presentation: The financial statements have been prepared using
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners (NAIC), which practices differ
from generally accepted accounting principles (GAAP).

The significant differences from GAAP include: (1) policy acquisition costs are
charged to expense as incurred rather than deferred and amortized over the
related premium-paying period; (2) policy reserves are based on statutory
mortality, morbidity, and interest requirements without consideration of
withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit rather than consolidated in
the financial statements; (8) no provision is made for the deferred income tax
effects of temporary differences between book and tax basis reporting; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions, are recorded directly to unassigned
deficit rather than being reflected in income. The effects of the foregoing
variances from GAAP have not been determined but are presumed to be material.

The significant accounting practices of the Company are as follows:

Pending Statutory Standards: During March 1998, the NAIC adopted the
codification of statutory accounting practices, which is effective in 2001.
Codification will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements. Codification will
require adoption by the various states before it becomes the prescribed
statutory basis of accounting for insurance companies domesticated within those
states. Accordingly, before codification becomes effective for the Company, the
Massachusetts Division of Insurance must adopt codification as the prescribed
basis of accounting on which domestic insurers must report their statutory-basis
results to the Division of Insurance. The impact of any such changes on the
Company's unassigned deficit is not expected to be material.

Revenues and Expenses: Premium revenues are recognized over the premium-paying
period of the policies whereas expenses, including the acquisition costs of new
business, are charged to operations as incurred and policyholder dividends are
provided as paid or accrued.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Cash and Temporary Cash Investments: Cash includes currency on hand and demand
deposits with financial institutions. Temporary cash investments are short-term,
highly-liquid investments both readily convertible to known amounts of cash and
so near maturity that there is insignificant risk of changes in value because of
changes in interest rates.

Valuation of Assets: General account investments are carried at amounts
determined on the following bases:

Bond and stock values are carried as prescribed by the NAIC; bonds generally
at amortized amounts or cost, preferred stocks generally at cost and common
stocks at fair value. The discount or premium on bonds is amortized using the
interest method.

Investments in affiliates are included on the statutory equity method.

Loan-backed bonds and structured securities are valued at amortized cost using
the interest method including anticipated prepayments. Prepayment assumptions
are obtained from broker dealer surveys or internal estimates and are based on
the current interest rate and economic environment. The retrospective
adjustment method is used to value all such securities except for
interest-only securities, which are valued using the prospective method.

The net interest effect of interest rate and currency rate swap transactions
is recorded as an adjustment of interest income as incurred. The initial cost
of interest rate cap agreements is amortized to net investment income over the
life of the related agreement. Gains and losses on financial futures contracts
used as hedges against interest rate fluctuations are deferred and recognized
in income over the period being hedged.

Mortgage loans are carried at outstanding principal balance or amortized cost.

Investment real estate is carried at depreciated cost, less encumbrances.
Depreciation on investment real estate is recorded on a straight-line basis.
Accumulated depreciation amounted to $3.0 million in 1998 and $2.1 million in
1997.

Real estate acquired in satisfaction of debt and real estate held for sale are
carried at the lower of cost or fair value.

Policy loans are carried at outstanding principal balance, not in excess of
policy cash surrender value.

Asset Valuation and Interest Maintenance Reserves: The Asset Valuation Reserve
(AVR) is computed in accordance with the prescribed NAIC formula and represents
a provision for possible fluctuations in the value of bonds, equity securities,
mortgage loans, real estate and other invested assets. Changes to the AVR are
charged or credited directly to the unassigned deficit.

The Company also records the NAIC prescribed Interest Maintenance Reserve (IMR)
that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1998, the IMR, net of 1998 amortization of $2.4 million, amounted to $10.7
million, which is included in policy reserves. The corresponding 1997 amounts
were $1.2 million and $7.8 million, respectively.

Goodwill: The excess of cost over the statutory book value of the net assets of
life insurance business acquired was $11.4 million and $13.1 million at December
31, 1998 and 1997, respectively, and generally is amortized over a ten-year
period using a straight-line method.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Separate Accounts: Separate account assets and liabilities reported in the
accompanying statements of financial position represent funds that are
separately administered, principally for variable life insurance policies, and
for which the contractholder, rather than the Company, generally bears the
investment risk. Separate account obligations are intended to be satisfied from
separate account assets and not from assets of the general account. Separate
accounts generally are reported at fair value. The operations of the separate
accounts are not included in the statement of operations; however, income earned
on amounts initially invested by the Company in the formation of new separate
accounts is included in other income.

Fair Value Disclosure of Financial Instruments: Statement of Financial
Accounting Standards (SFAS) No. 107, "Disclosure about Fair Value of Financial
Instruments," requires disclosure of fair value information about certain
financial instruments, whether or not recognized in the statement of financial
position, for which it is practicable to estimate the value. In situations where
quoted market prices are not available, fair values are based on estimates using
present value or other valuation techniques. SFAS No. 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Therefore, the aggregate fair value amounts presented do not
represent the underlying value of the Company. See Note 11.

The methods and assumptions utilized by the Company in estimating its fair value
disclosures for financial instruments are as follows:

The carrying amounts reported in the statement of financial position for cash
and temporary cash investments approximate their fair values.

Fair values for public bonds are obtained from an independent pricing service.
Fair values for private placement securities and publicly traded bonds not
provided by the independent pricing service are estimated by the Company by
discounting expected future cash flows using current market rates applicable
to the yield, credit quality and maturity of the investments.

The fair values for common and preferred stocks, other than its subsidiary
investments, which are carried at equity values, are based on quoted market
prices.

Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap, cap agreements, and currency swap agreements
are based on current settlement values. The current settlement values are
based on brokerage quotes that utilize pricing models or formulas using
current assumptions.

The fair value for mortgage loans is estimated using discounted cash flow
analyses using interest rates adjusted to reflect the credit characteristics
of the underlying loans. Mortgage loans with similar characteristics and
credit risks are aggregated into qualitative categories for purposes of the
fair value calculations.

The carrying amount in the statement of financial position for policy loans
approximates their fair value.

The fair value for outstanding commitments to purchase long-term bonds and
issue real estate mortgages is estimated using a discounted cash flow method
incorporating adjustments for the difference in the level of interest rates
between the dates the commitments were made and December 31, 1998.

Capital Gains and Losses: Realized capital gains and losses are determined using
the specific identification method. Realized capital gains and losses, net of
taxes and amounts transferred to the IMR, are included in net gain or loss.
Unrealized gains and losses, which consist of market value and book value
adjustments, are shown as adjustments to the unassigned deficit.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 1--NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING PRACTICES--CONTINUED

Policy Reserves: Life reserves are developed by actuarial methods and are
determined based on published tables using statutorily specified interest rates
and valuation methods that will provide, in the aggregate, reserves that are
greater than or equal to the minimum or guaranteed policy cash values or the
amounts required by the Commonwealth of Massachusetts Division of Insurance.
Reserves for variable life insurance policies are maintained principally on the
modified preliminary term method using the 1958 and 1980 Commissioner's Standard
Ordinary (CSO) mortality tables, with an assumed interest rate of 4% for
policies issued prior to May 1, 1983 and4 1/2% for policies issued on or
thereafter. Reserves for single premium policies are determined by the net
single premium method using the 1958 CSO mortality table, with an assumed
interest rate of 4%. Reserves for universal life policies issued prior to 1985
are equal to the gross account value which at all times exceeds minimum
statutory requirements. Reserves for universal life policies issued from 1985
through 1988 are maintained at the greater of the Commissioner's Reserve
Valuation Method (CRVM) using the 1958 CSO mortality table, with 4 1/2% interest
or the cash surrender value. Reserves for universal life policies issued after
1988 and for flexible variable policies are maintained using the greater of the
cash surrender value or the CRVM method with the 1980 CSO mortality table and5
1/2% interest for policies issued from 1988 through 1992; 5% interest for
policies issued in 1993 and 1994; and4 1/2% interest for policies issued in 1995
through 1998.

Federal Income Taxes: Federal income taxes are reported in the financial
statements based on amounts determined to be payable as a result of operations
within the current accounting period. The operations of the Company are
consolidated with John Hancock in filing a consolidated federal income tax
return basis for the affiliated group. The federal income taxes of the Company
are allocated on a separate return basis with certain adjustments. The Company
made payments of $38.2 million in 1998 and $29.6 million in 1997.

Income before taxes differs from taxable income principally due to tax-exempt
investment income, the limitation placed on the tax deductibility of
policyholder dividends, accelerated depreciation, differences in policy reserves
for tax return and financial statement purposes, capitalization of policy
acquisition expenses for tax purposes and other adjustments prescribed by the
Internal Revenue Code.

Amounts for disputed tax issues relating to the prior years are charged or
credited directly to policyholders' contingency reserve.

Adjustments to Policy Reserves: From time to time, the Company finds it
appropriate to modify certain required policy reserves because of changes in
actuarial assumptions. Reserve modifications resulting from such determinations
are recorded directly to stockholder's equity. During 1997, the Company refined
certain actuarial assumptions inherent in the calculation of reserves related to
AIDS claims under individual life insurance policies resulting in a $6.4 million
increase in stockholder's equity at December 31, 1997. No additional refinements
were made during 1998.

Reinsurance: Premiums, commissions, expense reimbursements, benefits and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums ceded to other companies have been reported
as a reduction of premium income. Amounts applicable to reinsurance ceded for
future policy benefits, unearned premium reserves and claim liabilities have
been reported as reductions of these items.

Reclassification: Certain 1997 amounts have been reclassified to conform to the
1998 presentation.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 2--ACQUISITION

On June 23, 1993, the Company acquired all of the outstanding shares of stock of
Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial Penn Life
Insurance Company for an aggregate purchase price of approximately $42.5
million. At the date of acquisition, assets of CPAL were approximately $648.5
million, consisting principally of cash and temporary cash investments and
liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made
contingent payments to CPAL of $1.5 million during 1998 and 1997.

On June 24, 1993, the Company contributed $24.6 million in additional capital to
CPAL. CPAL was renamed John Hancock Life Insurance Company of America (JHLICOA)
on July 7, 1993. JHLICOA was subsequently renamed Investors Partner Life Company
(IPL) on March 5, 1998. IPL manages the business assumed from Charter and does
not currently issue new business.

NOTE 3--NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:
<TABLE>
<CAPTION>

1998 1997
------ ------
(In millions)
<S> <C> <C>
Investment expenses . . . . . . . . . . . . . . . . . . . . $ 8.3 $5.0
Interest expense . . . . . . . . . . . . . . . . . . . . . 2.4 0.7
Depreciation expense . . . . . . . . . . . . . . . . . . . 0.8 1.1
Investment taxes . . . . . . . . . . . . . . . . . . . . . 0.7 0.4
----- ----
$12.2 $7.2
===== ====

</TABLE>

NOTE 4--NET CAPITAL GAINS (LOSSES) AND OTHER ADJUSTMENTS

Net realized capital gains (losses) consist of the following items:
<TABLE>
<CAPTION>

1998 1997
------ ------
(In millions)
<S> <C> <C>
Net gains from asset sales . . . . . . . . . . . . . . . . . $ 7.6 $ 0.8
Capital gains tax . . . . . . . . . . . . . . . . . . . . . (2.9) (0.7)
Net capital gains transferred to IMR . . . . . . . . . . . . (5.3) (3.1)
----- -----
Net Realized Capital Losses . . . . . . . . . . . . . . . $(0.6) $(3.0)
===== =====
</TABLE>

Net unrealized capital (losses) gains and other adjustments consist of the
following items:
<TABLE>
<CAPTION>

1998 1997
------ ------
(In millions)
<S> <C> <C>
Net (losses) gains from changes in security values
and book value adjustments . . . . . . . . . . . . $(2.7) $ 7.0
Increase in asset valuation reserve . . . . . . . . (3.3) (2.0)
----- -----
Net Unrealized Capital (Losses) Gains and Other
Adjustments . . . . . . . . . . . . . . . . . . $(6.0) $ 5.0
===== =====

</TABLE>

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 5--TRANSACTIONS WITH PARENT

The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1998 and 1997 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $157.5 million and $123.6 million in 1998 and 1997, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.

The service fee charged to the Company by the Parent includes $0.7 million and
$0.9 million in 1998 and 1997, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.

The Company has a modified coinsurance agreement with John Hancock to reinsure
50% of 1994 through 1998 issues of flexible premium variable life insurance and
scheduled premium variable life insurance policies. In connection with this
agreement, John Hancock transferred $4.9 million and $22.0 million of cash for
tax, commission, and expense allowances to the Company, which increased the
Company's net gain from operations by $22.2 million and $10.1 million in 1998
and 1997, respectively.

The Company also has a modified coinsurance agreement with John Hancock to
reinsure 50% of 1995 through 1998 issues of certain retail annuity contracts
(Independence Preferred and Declaration). In connection with this agreement, the
Company received a net cash payment of $12.7 million in 1998 and made a net cash
payment of $1.1 million in 1997 for surrender benefits, tax, reserve increase,
commission, expense allowances and premium. This agreement increased the
Company's net gain from operations by $8.4 million and $9.8 million in 1998 and
1997, respectively.

Effective January 1, 1997, the Company entered into a stop-loss agreement with
John Hancock to reinsure mortality claims in excess of 110% of expected
mortality claims in 1998 and 1997 for all policies that are not reinsured under
any other indemnity agreement. In connection with the agreement, John Hancock
received $1.0 million in 1998 and transferred $2.4 million in 1997 of cash for
mortality claims to the Company, which decreased by $0.5 million and increased
by $1.3 million the Company's net gain from operations in 1998 and 1997,
respectively.

At December 31, 1998, the Company had outstanding a short-term note of $61.9
million payable to an affiliate at a variable rate of interest. The note is part
of a revolving line of credit. Interest paid in 1998 was $2.9 million. The note
is included in other general account obligations.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS

The statement value and fair value of bonds are shown below:

Gross Gross
Statement Unrealized Unrealized Fair
December 31, 1998 Value Gains Losses Value
----------------- --------- ---------- ---------- ----------
(In millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies . . $ 5.1 $ 0.1 $ 0.0 $ 5.2
Obligations of states and
political subdivisions . . . . 3.2 0.3 0.0 3.5
Corporate securities . . . . . 925.2 50.4 15.0 960.6
Mortgage-backed securities . . 252.3 10.0 0.1 262.2
-------- ----- ----- --------
Total bonds . . . . . . . . . $1,185.8 $60.8 $15.1 $1,231.5
======== ===== ===== ========
</TABLE>

<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 254.5 $ 0.2 $0.1 $ 254.6
Obligations of states and political
subdivisions. . . . . . . . . . . . . . . 12.1 1.0 0.0 13.1
Debt securities issued by foreign
governments . . . . . . . . . . . . . . . 0.2 0.0 0.0 0.2
Corporate securities . . . . . . . . . . . 712.7 43.9 2.7 753.9
Mortgage-backed securities . . . . . . . . 113.2 3.5 0.0 116.7
-------- ----- ---- --------
Total bonds . . . . . . . . . . . . . . $1,092.7 $48.6 $2.8 $1,138.5
======== ===== ==== ========
</TABLE>

The statement value and fair value of bonds at December 31, 1998, by contractual
maturity, are shown below. Maturities will differ from contractual maturities
because eligible borrowers may exercise their right to call or prepay
obligations with or without call or prepayment penalties.

Statement Fair
Value Value
--------- ----------
(In millions)
<S> <C> <C>
Due in one year or less . . . . . . . . . . . . . . . . $ 57.3 $ 59.1
Due after one year through five years . . . . . . . . . 283.4 294.1
Due after five years through ten years . . . . . . . . 374.9 388.7
Due after ten years . . . . . . . . . . . . . . . . . . 217.9 227.4
-------- --------
933.5 969.3
Mortgage-backed securities . . . . . . . . . . . . . . 252.3 262.2
-------- --------
$1,185.8 $1,231.5
======== ========

</TABLE>

Gross gains of $3.4 million in 1998 and $1.1 million in 1997 and gross losses of
$0.7 million in 1998 and $4.5 million in 1997 were realized from the sale of
bonds.

At December 31, 1998, bonds with an admitted asset value of $8.6 million were on
deposit with state insurance departments to satisfy regulatory requirements.

The cost of common stocks was $2.1 million and $0.0 million at December 31, 1998
and 1997, respectively. At December 31, 1998, gross unrealized appreciation on
common stocks totaled $1.3 million, and gross unrealized depreciation totaled
$0.3 million. The fair value of preferred stock totaled $36.5 million at
December 31, 1998 and $17.2 million at December 31, 1997.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 6--INVESTMENTS--CONTINUED

Bonds with amortized cost of $0.9 million were non-income producing for the
twelve months ended December 31, 1998.

At December 31, 1998, the mortgage loan portfolio was diversified by geographic
region and specific collateral property type as displayed below. The Company
controls credit risk through credit approvals, limits and monitoring procedures.

<TABLE>
<CAPTION>
Statement Geographic Statement
Property Type Value Concentration Value
------------- --------- ------------- ---------
(In millions) (In millions)
<S> <C> <C> <C> <C> <C>
Apartments . . . . . $106.4 East North Central . $ 56.4
Hotels . . . . . . . 9.6 East South Central . 0.9
Industrial . . . . . 71.9 Middle Atlantic . . . 26.2
Office buildings . . 78.2 Mountain . . . . . . 27.5
Retail . . . . . . . 29.6 New England . . . . . 36.9
Agricultural . . . . 71.5 Pacific . . . . . . . 96.4
Other . . . . . . . . 20.9 South Atlantic . . . 83.8
West North Central . 13.1
West South Central . 43.3
Other . . . . . . . . 3.6
------ ------
-----
$388.1 $388.1
====== ======
</TABLE>

At December 31, 1998, the fair values of the commercial and agricultural
mortgage loans portfolios were $331.3 million and $70.0 million, respectively.
The corresponding amounts as of December 31, 1997 were approximately $243.8
million and $42.0 million, respectively.

The maximum and minimum lending rates for mortgage loans during 1998 were 9.19%
and 6.82% for agricultural loans and 8.88% and 6.56% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured, guaranteed or purchase money mortgages,
is 75%. For city mortgages, fire insurance is carried on all commercial and
residential properties at least equal to the excess of the loan over the maximum
loan which would be permitted by law on the land without the building, except as
permitted by regulations of the Federal Housing Commission on loans fully
insured under the provisions of the National Housing Act. For agricultural
mortgage loans, fire insurance is not normally required on land based loans
except in those instances where a building is critical to the farming operation.
Fire insurance is required on all agri-business facilities in an aggregate
amount equal to the loan balance.

NOTE 7--REINSURANCE

The Company cedes business to reinsurers to share risks under variable life,
universal life and flexible variable life insurance policies for the purpose of
reducing exposure to large losses. Premiums, benefits and reserves ceded to
reinsurers in 1998 were $590.2 million, $21.5 million, and $8.2 million,
respectively. The corresponding amounts in 1997 were $427.4 million, $18.3
million, and $10.1 million, respectively.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 7--REINSURANCE--CONTINUED

Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders. The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurer.

Neither the Company, nor any of its related parties, control, either directly or
indirectly, any external reinsurers with which the Company conducts business. No
policies issued by the Company have been reinsured with a foreign company which
is controlled, either directly or indirectly, by a party not primarily engaged
in the business of insurance.

The Company has not entered into any reinsurance agreements in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits. The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1998 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.

NOTE 8--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The notional amounts, carrying values and estimated fair values of the Company's
derivative instruments were as follows at December 31:

<TABLE>
<CAPTION>
Assets (Liabilities)
Number of Contracts/ ---------------------------------------
Notional Amounts 1998 1997
--------------------- --------------------- ----------------
Carrying Fair Carrying Fair
1998 1997 Value Value Value Value
---------- ---------- ---------- --------- -------- --------
($ In millions)
<S> <C> <C> <C> <C> <C> <C>
Futures contracts to
sell securities . . 947 367 $(0.5) $ (0.5) $(0.4) $(0.4)
Interest rate swap
agreements . . . . . $365.0 $245.0 -- (17.7) -- (7.8)
Interest rate cap
agreements . . . . . 89.4 89.4 3.1 3.1 1.4 1.4
Currency rate swap
agreements . . . . . 15.8 14.3 -- (3.3) -- (2.1)
</TABLE>

The Company uses futures contracts, interest rate swap, cap agreements, and
currency rate swap agreements for other than trading purposes to hedge and
manage its exposure to changes in interest rate levels, foreign exchange rate
fluctuations and to manage duration mismatch of assets and liabilities.

The futures contracts expire in 1999. The interest rate swap agreements expire
in 1999 to 2009. The interest rate cap agreements expire in 2006 to 2007. The
currency rate swap agreements expire in 2006 to 2009.

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency swap agreements, the Company enters
into master netting agreements with its counterparties. The Company believes the
risk of incurring losses due to nonperformance by its counterparties is remote
and that such losses, if any, would be immaterial. Futures contracts trade on
organized exchanges and, therefore, have minimal credit risk.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 9--POLICY RESERVES, POLICYHOLDERS' AND BENEFICIARIES' FUNDS AND OBLIGATIONS
RELATED TO SEPARATE ACCOUNTS

The Company's annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows:

December 31, 1998 Percent
----------------- ---------
(In millions)
Subject to discretionary withdrawal (with
adjustment)
With market value adjustment . . . . . . . . . $ 0.9 0.1%
At book value less surrender charge . . . . . 1,677.9 88.8
-------- -----
Total with adjustment . . . . . . . . . . . 1,678.8 88.9
Subject to discretionary withdrawal at book value
(without adjustment) . . . . . . . . . . . . . 203.6 10.8
Not subject to discretionary withdrawal--general
account . . . . . . . . . . . . . . . . . . . . 6.5 0.3
-------- -----
Total annuity reserves and deposit
liabilities. . . . . . . . . . . . . . . . $1,888.9 100.0%
======== =====

NOTE 10--COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds and issue real
estate mortgages totaling $5.9 million and $24.8 million, respectively, at
December 31, 1998. The Company monitors the creditworthiness of borrowers under
long-term bond commitments and requires collateral as deemed necessary. If
funded, loans related to real estate mortgages would be fully collateralized by
the related properties. The estimated fair value of the commitments described
above is $32.1 million at December 31, 1998. The majority of these commitments
expire in 1999.

In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1998. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--CONTINUED

NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

Year Ended December 31
---------------------------------------------
1998 1997
----------------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ----------- --------- -----------
(In millions)
Assets
Bonds--Note 6 . . . . . . $1,185.8 $1,231.5 $1,092.7 $1,138.5
Preferred stocks--Note 6 . 36.5 36.5 17.2 17.2
Common stocks--Note 6 . . 3.1 3.1 2.3 2.3
Mortgage loans on real
estate--Note 6 . . . . . 388.1 401.3 273.9 285.8
Policy loans--Note 1 . . . 137.7 137.7 106.8 106.8
Cash and cash
equivalents--Note 1 . . 19.9 19.9 143.2 143.2
Derivatives assets
(liabilities) relating
to:--Note 8
Futures contracts . . . . (0.5) (0.5) (0.4) (0.4)
Interest rate swaps . . . -- (17.7) -- (7.8)
Currency rate swaps . . . -- (3.3) -- (2.1)
Interest rate caps . . . . 3.1 3.1 1.4 1.4
Liabilities
Commitments--Note 10 . . . -- 32.1 -- 194.5

The carrying amounts in the table are included in the statutory-basis statements
of financial position. The method and assumptions utilized by the Company in
estimating its fair value disclosures are described in Note 1.

<PAGE>

APPENDIX A - DETAILS ABOUT OUR GUARANTEE PERIODS

INVESTMENTS THAT SUPPORT OUR GUARANTEE PERIODS

We back our obligations under the guarantee periods with JHVLICO's general
assets. Subject to applicable law, we have sole discretion over the investment
of our general assets (including those held in our "non-unitized" separate
account that primarily supports the guarantee periods). We invest these amounts
in compliance with applicable state insurance laws and regulations concerning
the nature and quality of our general investments.

We invest the non-unitized separate account assets, according to our detailed
investment policies and guidelines, in fixed income obligations, including:

. corporate bonds,

. mortgages,

. mortgage-backed and asset-backed securities, and

. government and agency issues.

We invest primarily in domestic investment-grade securities. In addition, we
use derivative contracts only for hedging purposes, to reduce ordinary business
risks associated with changes in interest rates, and not for speculating on
future changes in the financial markets. Notwithstanding the foregoing, we are
not obligated to invest according to any particular strategy.

GUARANTEED INTEREST RATES

We declare the guaranteed rates from time to time as market conditions and
other factors dictate. We advise you of the guaranteed rate for a selected
guarantee period at the time we:

. receive your premium payment,

. effectuate your transfer, or

. renew your guarantee period

We have no specific formula for establishing the guaranteed rates for the
guarantee periods. The rates may be influenced by interest rates generally
available on the types of investments acquired with amounts allocated to the
guarantee period. In determining guarantee rates, we may also consider, among
other factors, the duration of the guarantee period, regulatory and tax
requirements, sales and administrative expenses we bear, risks we assume, our
profitability objectives, and general economic trends.

<PAGE>

COMPUTATION OF MARKET VALUE ADJUSTMENT

We determine the amount of the market value adjustment by multiplying the
amount being taken from the guarantee period (before any applicable withdrawal
charge) by a factor expressed by the following formula:
LOGO

where,

. G is the guaranteed rate in effect for the current guarantee period.

. C is the current guaranteed rate in effect for new guarantee periods
with duration equal to the number of years remaining in the current
guarantee period (rounded to the nearest whole number of years). If
we are not currently offering such a guarantee period, we will
declare a guarantee rate, solely for this purpose, consistent with
interest rates currently available.

. N is the number of complete months from the date of withdrawal to the
end of the current guarantee period. (If less than one complete
month remains, N equals one unless the withdrawal is made on the last
day of the guarantee period, in which case no adjustment applies.)

SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------
Guaranteed rate for new 5 year 7%
guarantee (c)
- -------------------------------------------------------------------------------------
Remaining guarantee period (n) 60 months
- -------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MARKET VALUE ADJUSTMENT:
LOGO

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
+ $243.73 = $10,243.73

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------
Guaranteed rate for new 5 year 9%
guarantee (c)
- -------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------------
</TABLE>

MARKET VALUE ADJUSTMENT:
LOGO

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- - 666.42 = $9,333.58

SAMPLE CALCULATION 3: NEGATIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed period
- -------------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------------
Guaranteed rate for new 5 year 7.75%
guarantee (c)
- -------------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MARKET VALUE ADJUSTMENT:
LOGO

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- - 114.94 = $9,885.06

________________________________________________________________________

*All interest rates shown have been arbitrarily chosen for purposes of these
examples. In most cases they will bear little or no relation to the rates we
are actually guaranteeing at any time.

<PAGE>

APPENDIX B - EXAMPLE OF WITHDRAWAL CHARGE CALCULATION

ASSUME THE FOLLOWING FACTS:

On January 1, 2001, you make a $5,000 initial premium payment and we issue you
a contract.
On January 1, 2002, you make a $1,000 premium payment
On January 1, 2003, you make a $1,000 premium payment.
On January 1, 2004, the total value of your contract is $7,500 because of
favorable investment earnings.

Now assume you make a partial withdrawal of $7,000 (no tax withholding) on
January 2, 2004. In this case, assuming no prior withdrawals, we would
deduct a CDSL of $289.36. We withdraw a total of $7,289.36 from your
contract.

$7,000.00 -- withdrawal request payable to you
+ 289.36 -- withdrawal charge payable to us
------------
$7,289.36 -- total amount withdrawn from your contract

HERE IS HOW WE DETERMINE THE WITHDRAWAL CHARGE:

1.We FIRSt distribute to you the $500 profit you have in your contract ($7,500
total contract value less $7,000 of premiums you have paid) under the free
withdrawal provision.

2.Next we repay to you the $5,000 premium you paid in 2001 Under the free
withdrawal provision, $200 of that premium is charge free ($7,000 total
premiums paid x 10%; less the $500 free withdrawal in the same contract
year described in paragraph 1 above). We assess a withdrawal charge on the
remaining balance of $4,800 from your 2001 premium. Because you made that
premium payment 3 years ago, the withdrawal charge percentage is 4%. We
deduct the resulting $192 from your contract to cover the withdrawal charge
on your 2001 premium payment. We pay the remainder of $4,608 to you as a
part of your withdrawal request.

$5,000
- 200 -- free withdrawal amount (payable to you)
--------
$4,800
x .04
--------
$ 192 -- withdrawal charge on 2001 premium payment (payable to us)

$4,800
- 192
--------
$4,608 -- part of withdrawal request payable to you

3.We NEXT deem the entire amount of your 2002 PREMIUM PAYMENT to be withdrawn
and

<PAGE>

we assess a withdrawal charge on that $1,000 amount. Because you made this
premium payment 2 years ago, the withdrawal charge percentage is 5%. We
deduct the resulting $50 from your contract to cover the withdrawal charge
on your 2002 premium payment. We pay the remainder of $950 to you as a part
of your withdrawal request.

$1,000
x .05
-----
$50 -- withdrawal charge on 2002 premium payment (payable to us)

$1,000
- 50
----
$950 -- part of withdrawal request payable to you

4.We NEXT determine what additional amount we need to withdraw to provide you
with the total $7,000 you requested, after the deduction of the withdrawal
charge on that additional amount. We have already allocated $500 from
profits under paragraph 1 above, $200 of additional free withdrawal amount
under paragraph 2, $4,608 from your 2001 premium payment under paragraph 2,
and $950 from your 2003 premium payment under paragraph 3. Therefore, $742
is needed to reach $7,000.

$7,000 -- total withdrawal amount requested
- 500 -- profit
- 200 -- free withdrawal amount
-4,608 -- payment deemed from initial premium payment
- 950 -- payment deemed from 2002 premium payment
-----
$ 742 -- additional payment to you needed to reach $7,000

We know that the withdrawal charge percentage for this remaining amount is 6%,
because you are already deemed to have withdrawn all premiums you paid prior
to 2003. We use the following formula to determine how much more we need to
withdraw:

Remainder due to you = Withdrawal needed - [applicable withdrawal
charge percentage times withdrawal needed]

$742 = x - [.06x]
$742 = .94x $742/.94 = x
$789.36 = x

$789.36 -- deemed withdrawn from 2003 premium payment
-$742.00 -- part of withdrawal request payable to you
--------
$ 47.36 -- withdrawal charge on 2003 premium deemed withdrawn (payable
to us)

<PAGE>

PROSPECTUS DATED , 1999
---------

REVOLUTION EXTRA VARIABLE ANNUITY
- ---------------------------------------------------------------------------

a deferred combination fixed and variable annuity contract issued by

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY ("JHVLICO")

JOHN HANCOCK ANNUITY SERVICING OFFICE
- ------------------------------------------------
529 Main Street (X-3) Phone: 1-800-732-5543
Charlestown, MA 02129 Fax: 1-800-886-3048
- ------------------------------------------------

<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTION MANAGED BY
-------------------------- ----------
<S> <C>
V.A. Sovereign Investors................. John Hancock Advisers, Inc.
V.A. Core Equity......................... Independence Investment Associates, Inc.
Aggressive Balanced...................... Independence Investment Associates, Inc.
Fidelity VIP Contrafund.................. Fidelity Management & Research Company
Equity Index............................. State Street Global Advisers
Large Cap Value CORE..................... Goldman Sachs Asset Management
V.A. Financial Industries................ John Hancock Advisers, Inc.
Large Cap Aggressive Growth.............. Alliance Capital Management L.P.
Fidelity VIP Growth...................... Fidelity Management & Research Company
MFS Growth............................... Massachusetts Financial Services Company
Large/Mid Cap Value...................... Wellington Management Company, LLP
Mid Cap Blend............................ Independence Investment Associates, Inc.
AIM V.I. Value........................... AIM Advisors, Inc.
MFS Research............................. Massachusetts Financial Services Company
AIM V.I. Growth.......................... AIM Advisors, Inc.
Fundamental Mid Cap Growth............... Oppenheimer Funds, Inc.
Small/Mid Cap CORE....................... Goldman Sachs Asset Management
Small/Mid Cap Value...................... The Boston Company Asset Management, LLC
Small/Mid Cap Growth..................... Wellington Management Company, LLP
Small Cap Growth......................... John Hancock Advisers, Inc.
MFS New Discovery........................ Massachusetts Financial Services Company
International Balanced................... Brinson Partners, Inc.
Templeton International.................. Templeton Investment Counsel, Inc.
International Equity..................... Goldman Sachs Asset Management
Fidelity VIP Overseas.................... Fidelity Management & Research Company
Templeton Developing Markets............. Templeton Asset Management, Ltd.
Short-Term Bond.......................... Independence Investment Associates, Inc.
Bond Index............................... Mellon Bond Associates, LLP
V.A. Bond................................ John Hancock Advisers, Inc.
V.A. Strategic Income.................... John Hancock Advisers, Inc.
High Yield Bond.......................... Wellington Management Company, LLP
V.A. Money Market........................ John Hancock Advisers, Inc.
- -------------------------------------------------------------------------------------------------
</TABLE>

We may offer additional variable investment options in the future.
<PAGE>

************************************************************************

The SEC has not approved or disapproved the contracts, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
contract or exercise any of your rights under the contract. We have arranged
the prospectus in the following way:

. The first section contains an "INDEX OF KEY WORDS."

. Behind the index is the "FEE TABLE." This section highlights the
various fees and expenses you will pay directly or indirectly, if you
purchase a contract.

. Behind the Basic Information is "ADDITIONAL INFORMATION." This
section gives more details about the contract. It generally does not
repeat information contained in the Basic Information.

. "CONDENSED FINANCIAL INFORMATION" follows the "Additional
Information." This gives some basic information about the size and
past performance of the variable investment options.

The Trusts' prospectuses are attached at the end of this prospectus. You
should save these prospectuses for future reference.

IMPORTANT NOTICES

We've also filed with the SEC a "Statement of Additional Information," dated
, 1999. This Statement contains detailed information not included in
- -------
the prospectus. Although a separate document from this prospectus, the
Statement of Additional Information has the same legal effect as if it were a
part of this prospectus. We will provide you with a free copy of the Statement
upon your request. To give you an idea what's in the Statement, we have
included a copy of the Statement's table of contents on page .
--
- -------------------------------------------------------------------------------

<PAGE>

INDEX OF KEY WORDS

We define or explain each of the following key words used in this prospectus
on the pages shown below:

KEY WORD PAGE

Accumulation units...................................
Annuitant............................................
Annuity payments.....................................
Annuity period.......................................
Contract year........................................
Date of issue........................................
Date of maturity.....................................
Free withdrawal amount...............................
Funds................................................
Guarantee periods.................................... cover
Investment options...................................
Market value adjustment..............................
Premium payments.....................................
Surrender value......................................
Surrender............................................
Variable investment options.......................... cover
Withdrawal charge....................................
Withdrawal...........................................

<PAGE>

FEE TABLE

OWNER TRANSACTION EXPENSES AND ANNUAL CONTRACT FEE

.Maximum Withdrawal Charge (as % of amount withdrawn) 7%
.Annual Contract Fee (applies only to contracts of less than $50,000) $30

ANNUAL CONTRACT EXPENSES (AS A % OF THE AVERAGE TOTAL VALUE OF THE CONTRACT)

.Mortality and Expense Risk Charge 1.25%

This charge doesn't apply to amounts held in the guarantee periods.

ANNUAL FUND EXPENSES (BASED ON % OF AVERAGE NET ASSETS)

(1) John Hancock Mutual Life Insurance Company reimburses a Fund when the
Fund's other fund expenses exceed 0.10% of the Fund's average daily net
assets.

(2) John Hancock Funds, Inc., has agreed to limit temporarily other expenses
of each Fund to 0.25% of the Fund's average daily assets.

<PAGE>

(3) Fidelity Management & Research Company has volutarily agreed to reimburse
the Service Class of the Funds to the extent that total operating expenses
(excluding interest, taxes, securites lending fees, brokerage commissions
and extraordinary expenses), as a percentage of their respective average
net assets, exceed 1.10% for the Contrafund and 1.60% for the Growth and
Overseas Funds. If certain expense reductions resulting from the use of
brokerage commissions and univested cash balances were included, the above
operating expense percentages would have been reduced by 0.05% for the
Contrafund and Growth Fund and 0.04% for the Overseas Fund.

MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------
Templeton International 0.69% 0.42% 1.11%
- --------------------------------------------------------------------------
Templeton Developing Markets 1.25% 0.66% 1.91%
- --------------------------------------------------------------------------

OTHER FUND
TOTAL FUND EXPENSES
OTHER FUND EXPENSES AFTER ABSENT
MANAGEMENT EXPENSES AFTER REIMBURSEMENT REIMBURSEMENT
FUND NAME FEES REIMBURSEMENT (4) (5)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
MFS Growth 0.75% 0.25% 1.00% 3.28%
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Research 0.75% 0.11% 0.86% 0.11%
- ------------------------------------------------------------------------------------------------------------------------------------

MFS New Discovery 0.90% 0.27% 1.17% 4.32%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(4) Each Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with
its custodian and dividend disbursing agent. Each Fund may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the Fund's expenses. Expenses do not
take into acccount these expense reductions, and are therefore higher than
the actual expenses of the Fund.

(5) Massachusetts Financial Services Company has contractually agreed to bear
expense for the Fund, subject to reimbursement by the Fund, such that each
such Fund's "other fund expenses" shall not exceed 0.25% of the average
daily net assets of the Fund during the current fical year.

MANAGEMENT OTHER FUND TOTAL FUND
FUND NAME FEES EXPENSES EXPENSES
- -------------------------------------------------------------------
AIM V.I. Value 0.64% 0.08% 0.72%
- -------------------------------------------------------------------
AIM V.I. Growth 0.61% 0.05% 0.66%
- -------------------------------------------------------------------

7
<PAGE>

<PAGE>

EXAMPLES*

1 YEAR 3 YEARS
- --------------------------------------------------------
V.A. Sovereign Investors $89 $136
- --------------------------------------------------------
V.A. Core Equity $91 $143
- --------------------------------------------------------
Aggressive Balanced $89 $137
- --------------------------------------------------------
Fidelity VIP Contrafund $90 $138
- --------------------------------------------------------
Equity Index $84 $120
- --------------------------------------------------------
Large Cap Value CORE $90 $140
- --------------------------------------------------------
V.A. Financial Industries $91 $142
- --------------------------------------------------------
Large Cap Aggressive Growth $92 $147
- --------------------------------------------------------
Fidelity VIP Growth $90 $138
- --------------------------------------------------------
MFS Growth $92 $144
- --------------------------------------------------------
Large/Mid Cap Value $92 $146
- --------------------------------------------------------
Mid Cap Blend $90 $140
- --------------------------------------------------------
AIM V.I. Value $89 $136
- --------------------------------------------------------
MFS Research $90 $140
- --------------------------------------------------------
AIM V.I. Growth $88 $134
- --------------------------------------------------------
Fundamental Mid Cap Growth $91 $143
- --------------------------------------------------------
Small/Mid Cap CORE $91 $141
- --------------------------------------------------------
Small/Mid Cap Value $92 $146
- --------------------------------------------------------
Small/Mid Cap Growth $90 $138
- --------------------------------------------------------
Small Cap Growth $90 $139
- --------------------------------------------------------
MFS New Discovery $93 $150
- --------------------------------------------------------
International Balanced $91 $143
- --------------------------------------------------------
Templeton International $93 $148
- --------------------------------------------------------
International Equity $92 $147
- --------------------------------------------------------
Fidelity VIP Overseas $92 $145
- --------------------------------------------------------
Templeton Developing Markets $100 $172
- --------------------------------------------------------
Short-Term Bond $85 $124
- --------------------------------------------------------
Bond Index $84 $119
- --------------------------------------------------------
V.A. Bond $89 $137
- --------------------------------------------------------
V.A. Strategic Income $90 $140
- --------------------------------------------------------
High Yield Bond $89 $136
- --------------------------------------------------------
V.A. Money Market $89 $136
- --------------------------------------------------------

<PAGE>

1 YEAR 3 YEARS
- ---------------------------------------------------
V.A. Sovereign Investors $21 $66
- ---------------------------------------------------
V.A. Core Equity $24 $73
- ---------------------------------------------------
Aggressive Balanced $22 $67
- ---------------------------------------------------
Fidelity VIP Contrafund $22 $68
- ---------------------------------------------------
Equity Index $16 $50
- ---------------------------------------------------
Large Cap Value CORE $23 $70
- ---------------------------------------------------
V.A. Financial Industries $23 $72
- ---------------------------------------------------
Large Cap Aggressive Growth $25 $77
- ---------------------------------------------------
Fidelity VIP Growth $22 $68
- ---------------------------------------------------
MFS Growth $24 $74
- ---------------------------------------------------
Large/Mid Cap Value $25 $76
- ---------------------------------------------------
Mid Cap Blend $23 $70
- ---------------------------------------------------
AIM V.I. Value $21 $66
- ---------------------------------------------------
MFS Research $23 $70
- ---------------------------------------------------
AIM V.I. Growth $21 $64
- ---------------------------------------------------
Fundamental Mid Cap Growth $24 $73
- ---------------------------------------------------
Small/Mid Cap CORE $23 $71
- ---------------------------------------------------
Small/Mid Cap Value $25 $76
- ---------------------------------------------------
Small/Mid Cap Growth $22 $68
- ---------------------------------------------------
Small Cap Growth $22 $69
- ---------------------------------------------------
MFS New Discovery $26 $80
- ---------------------------------------------------
International Balanced $24 $73
- ---------------------------------------------------
Templeton International $25 $78
- ---------------------------------------------------
International Equity $25 $77
- ---------------------------------------------------
Fidelity VIP Overseas $24 $75
- ---------------------------------------------------
Templeton Developing Markets $34 $102
- ---------------------------------------------------
Short-Term Bond $17 $54
- ---------------------------------------------------
Bond Index $16 $49
- ---------------------------------------------------
V.A. Bond $22 $67
- ---------------------------------------------------
V.A. Strategic Income $23 $70
- ---------------------------------------------------
High Yield Bond $21 $66
- ---------------------------------------------------
V.A. Money Market $21 $66
- ---------------------------------------------------

<PAGE>

BASIC INFORMATION

This "Basic Information" section provides answers to commonly asked questions
about the contract. Here are the page numbers where the questions and answers
appear:

QUESTION PAGES TO SEE
-------- ------------

What is the contract?. . . . . . . . . . . . . . . .

Who owns the contract? . . . . . . . . . . . . . . .

Is the owner also the annuitant? . . . . . . . . . .

How can I invest money in a contract?. . . . . . . .

How will the value of my investment in the contract
change over time?. . . . . . . . . . . . . . . . . .

What annuity benefits does the contract provide? . .

What are the tax consequences of owning a contract?.

Can I change my contract's investment options? . . .

What fees and charges will be deducted from my
contract?. . . . . . . . . . . . . . . . . . . . . .

How can I withdraw money from my contract? . . . . .

What happens if the annuitant dies before my
contract's date of maturity? . . . . . . . . . . . .

What other benefits can I purchase under a contract?

Can I return my contract?. . . . . . . . . . . . . .

<PAGE>

WHAT IS THE CONTRACT?

WHO OWNS THE CONTRACT?

IS THE OWNER ALSO THE ANNUITANT?

HOW CAN I INVEST MONEY IN A CONTRACT?

PREMIUM PAYMENTS

We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a $10,000 initial premium payment to
purchase a contract. If you purchase your contract under any of the
tax-qualified plans shown on page __ or if you purchase your contract through
the annuity direct deposit program, different minimums will apply. If you choose
to contribute more money into your contract, each subsequent premium payment
must be at least $200 ($100 for the annuity direct deposit program). If your
contract's total value ever falls to zero, we may terminate it. Therefore, you
may need to pay more premiums to keep the contract in force.

<PAGE>

APPLYING FOR A CONTRACT

We measure the years and anniversaries of your contract from its date of
issue. We use the term "contract year" to refer to each period of time between
anniversaries of your contract's date of issue.

LIMITS ON PREMIUM PAYMENTS

* as that term is used in "Tax Information," beginning on page __.
** except for a ROTH IRA, which has no age limit.

We will not issue a contract if the proposed annuitant is older than age 84.
We may waive any of these limits, however.

<PAGE>

WAYS TO MAKE PREMIUM PAYMENTS

Premium payments made by check or money order must be:

. drawn on a U.S. bank,

. drawn in U.S. dollars, and

. made payable to "John Hancock."

Once we have issued your contract and it becomes effective, we credit you with
any additional premiums you pay as of the day we receive them at the John
Hancock Annuity Servicing Office.

PREMIUM PAYMENTS BY WIRE

. issue a contract;

. accept premium payments; or

. allow other transactions.

After we issue your contract, subsequent premium payments may be transmitted
by wire through your bank. Information about our bank, our account number, and
the ABA routing

<PAGE>

number may be obtained from the John Hancock Annuity Servicing Office. Banks
may charge a fee for wire services.

HOW WILL THE VALUE OF MY INVESTMENT IN THE CONTRACT CHANGE OVER TIME?

At any time before the date of maturity, the "TOTAL VALUE OF YOUR CONTRACT"
equals

. the total amount you invested,

. plus the amount(s) credited to your contact under the "Extra credit
feature" described below,

. minus all charges we deduct,

. minus all withdrawals you have made,

. plus or minus any positive or negative MVAs that we have made at the
time of any premature withdrawals or transfers you have made from a
guarantee period,

<PAGE>

. plus or minus each variable investment option's positive or negative
investment return that we credit daily to any of your contract's
value while it is in that option, and

. plus the interest we credit to any of your contract's value while it
is in a guarantee period.

EXTRA CREDIT FEATURE

Each time you make a premium payment, we will credit an extra amount to the
total value of your contract in addition to the amount of the premium payment.

If your premium payment is less than $2.5 million, the extra amount will be
equal to 3.5% of the premium payment. If your premium payment is $2.5 million
or more, the extra amount will be equal to 5.0% of the premium payment. These
extra amounts are referred to as "extra credits." Each extra credit will be
credited to your contract at the same time the premium payment is credited and
will be allocated among the variable investment options and the guarantee
periods in the same way that the premium payment is allocated (see "Allocation
of premium payments" on (page __). However, each extra credit will be treated
for all purposes as "earnings" under your contract, not as a premium payment.

WHAT ANNUITY BENEFITS DOES A CONTRACT PROVIDE?

Therefore you should exercise care in selecting your date of maturity and your
choices that are in effect on that date.

You should carefully review the discussion under "The annuity period,"
beginning on page __, for information about all of these choices you can make.

WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT?

. partial withdrawal

. full withdrawal ("surrender")

. payment of death benefit proceeds as a single sum upon the
annuitant's death

. periodic payments under one of our annuity payment options

<PAGE>

How much you will be taxed on a distribution is based upon complex tax rules
and depends on matters such as

. the type of the distribution,

. when the distribution is made,

. the nature of any tax qualified retirement plan for which the
contract is being used, if any, and

. the circumstances under which the payments are made.

If your contract is issued in connection with a tax-qualified retirement plan,
all or part of your premium payments may be tax-deductible.

CAN I CHANGE MY CONTRACT'S INVESTMENT OPTIONS?

ALLOCATION OF PREMIUM PAYMENTS

TRANSFERRING YOUR ASSETS

Up to 12 times during each year of your contract, you may transfer, free of
any charge,

<PAGE>

. all or part of the assets held in one VARIABLE INVESTMENT OPTION to
any other available variable investment option or guarantee period,
or

. all or part of the assets held in one GUARANTEE PERIOD to any other
available guarantee period or variable investment option.

Currently, we impose no charge for transfers of more than 12 per contract
year. However, we reserve the right to impose a charge of up to $25 on any
transfers in excess of the 12 free transfers or to prohibit any such transfers
altogether. Transfers under our strategic rebalancing or dollar-cost averaging
programs do not count toward the 12 you are allowed each year. However, you may
not

. transfer more than $1,000,000 in a contract year from any one
variable investment option or guarantee period, without our prior
approval,

. make any transfer that would cause you to exceed the above-mentioned
maximum of 18 investment options,

. make any transfers, during the annuity period, to or from a guarantee
period, or

. make any transfer during the annuity period that would result in more
than four investment options being used at once.

We reserve the right to prohibit a transfer less than 30 days prior to the
contract's date of maturity.

PROCEDURE FOR TRANSFERRING YOUR ASSETS

. your name,

. daytime telephone number,

. contract number,

. the names of the investment options to and from which assets are
being transferred, and

18
<PAGE>

. the amount of each transfer.

The request becomes effective on the day we receive your request, in proper
form, at the John Hancock Annuity Servicing Office.

TELEPHONE TRANSFERS

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

DOLLAR-COST AVERAGING PROGRAM

. You may elect the program only if the total value of your contract
equals $15,000 or more.

. The amount of each transfer must equal at least $250.

. You may change your dollar-cost averaging instructions at any time in
writing or, if you have authorized telephone transfers, by telephone.

. You may discontinue the program at any time.

. The program automatically terminates when the variable investment
option from which we are taking the transfers has been exhausted.

19
<PAGE>

. Automatic transfers to or from guarantee periods are not permitted.

. We reserve the right to terminate the program at any time.

STRATEGIC REBALANCING

Once elected, strategic rebalancing will continue until we receive notice of
cancellation of the option or notice of the death of the insured person.

The guarantee periods do not participate in and are not affected by strategic
rebalancing. We reserve the right to modify, terminate or suspend the strategic
rebalancing program at any time.

WHAT FEES AND CHARGES WILL BE DEDUCTED FROM MY CONTRACT?

MORTALITY AND EXPENSE RISK CHARGE

We deduct a daily charge that compensates us primarily for mortality and
expense risks that we assume under the contracts. On an annual basis, this
charge equals 1.25% of the value of the assets you have allocated to the
variable investment options. (This charge does not apply to assets you have in
our guarantee periods.)

<PAGE>

ANNUAL CONTRACT FEE

PREMIUM TAXES

We make deductions for any applicable premium or similar taxes based on the
amount of a premium payment. Currently, certain states assess a tax of up to 5%
of each premium payment.

In most cases, we deduct a charge in the amount of the tax from the total
value of the contract only at the time of annuitization, death, surrender, or
withdrawal. We reserve the right, however, to deduct the charge from each
premium payment at the time it is made. We compute the amount of the charge by
multiplying the applicable premium tax percentage times the amount you are
withdrawing, surrendering, annuitizing or applying to a death benefit.

WITHDRAWAL CHARGE

The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:

21
<PAGE>

YEARS FROM DATE OF PREMIUM PAYMENT TO
DATE OF SURRENDER OR WITHDRAWAL WITHDRAWAL CHARGE*
- ------------------------------------- ------------------
- ------------------------------------------------------------
7 or more . . . . . . . . . . . . . 0%
- ------------------------------------------------------------
6 but less than 7 . . . . . . . . . 4%
- ------------------------------------------------------------
5 but less than 6 . . . . . . . . . 5%
- ------------------------------------------------------------
4 but less than 5 . . . . . . . . . 6%
- ------------------------------------------------------------
3 but less than 4 . . . . . . . . . 7%
- ------------------------------------------------------------
2 but less than 3 . . . . . . . . . 7%
- ------------------------------------------------------------
1 but less than 2 . . . . . . . . . 7%
- ------------------------------------------------------------
less than 1 . . . . . . . . . . . . 7%
- ------------------------------------------------------------

* AS A PERCENTAGE OF THE AMOUNT OF SUCH PREMIUM THAT WE CONSIDER TO HAVE
BEEN WITHDRAWN (INCLUDING THE WITHDRAWAL CHARGE), AS EXPLAINED IN THE TEXT
IMMEDIATELY BELOW.

Solely for purposes of determining the amount of the withdrawal charge, we
assume that the amount of each withdrawal that exceeds the free withdrawal
amount (together with any associated withdrawal charge) is a withdrawal first
from the earliest premium payment, and then from the next earliest premium
payment, and so forth until all payments have been exhausted. Once a premium
payment has been considered to have been "withdrawn" under these procedures,
that premium payment will not enter into any future withdrawal charge
calculations.

You will find examples of how we compute the withdrawal charge in Appendix B
to this prospectus.

When withdrawal charges don't apply: We don't assess a withdrawal charge in
-----------------------------------
the following situations:

. on amounts applied to an annuity option at the contract's date of
maturity or to pay a death benefit;

. on certain withdrawals if you have elected the rider that waives the
withdrawal charge; and

22
<PAGE>

OTHER CHARGES

<TABLE>
<CAPTION>
<S> <C>
0.10% of that portion of your contract's total value
attributable to premiums you contributed and extra credits
Waiver of withdrawal charge credited within 7 years prior to the date of deduction
- ------------------------------------------------------------------------------------------------------------------------------
Enhanced death benefit 0.15% of your contract's total value
- ------------------------------------------------------------------------------------------------------------------------------
0.35% of your initial premium payment (we reserve the
right to increase this percentage on a uniform basis
Accumulated value enhancement* for all riders issued in the same state)
- ------------------------------------------------------------------------------------------------------------------------------
Guaranteed retirement income benefit 0.30% of your contract's total value
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* If you choose the accumulated value enhancement, you must also choose
the waiver of withdrawal charge.

We deduct the charge proportionally from each of your investment options,
based on your value in each.

HOW CAN I WITHDRAW MONEY FROM MY CONTRACT?

SURRENDERS AND PARTIAL WITHDRAWALS

Prior to your contract's date of maturity, if the annuitant is living, you
may:

. surrender your contract for a cash payment of its "surrender value,"
or

. make a partial withdrawal of the surrender value.

23
<PAGE>

We will deduct any partial withdrawal proportionally from each of your
investment options based on the value in each, unless you direct otherwise.

Without our prior approval, you may not make a partial withdrawal

. for an amount less than $100, or

. if the remaining total value of your contract would be less than
$1,000.

We reserve the right to terminate your contract if the value of your contract
becomes zero.

You generally may not make any surrenders or partial withdrawals once we begin
making payments under an annuity option.

WAIVER OF WITHDRAWAL CHARGE RIDER

. a covered person become confined to a nursing home beginning at least
30 days after we issue your contract;

. such covered person remains in the nursing home for at least 90
consecutive days receiving nursing care; and

. the covered person's confinement is prescribed by a doctor and
medically necessary because of a covered physical or mental
impairment.

You may not purchase this rider if either of the covered persons (1) is older
than 74 years at application or (2) was confined to a nursing home within the
past two years.

24
<PAGE>

If you purchase this rider, you and your immediate family will also have
access to:

. a national program designed to help the elderly maintain their
independent living by providing advice about an array of elder care
services available to seniors, and

. a list of long-term care providers in your area who provide special
discounts to persons who belong to the national program.

SYSTEMATIC WITHDRAWAL PLAN

Our optional systematic withdrawal plan enables you to preauthorize periodic
withdrawals. If you elect this plan, we will withdraw a percentage or dollar
amount from your contract on a monthly, quarterly, semiannual, or annual basis,
based upon your instructions. We will deduct the requested amount from each
applicable investment option in the ratio that the value of each bears to the
total value of your contract. Each systematic withdrawal is subject to any
withdrawal charge or market value adjustment that would apply to an otherwise
comparable non-systematic withdrawal. See "How will the value of my contract
change over time?" beginning on page __, and "What fees and charges will be
deducted from my contract?" beginning on page __. The same tax consequences
also generally will apply.

The following conditions apply to systematic withdrawal plans:

. You may elect the plan only if the total value of your contract
equals $25,000 or more.

. The amount of each systematic withdrawal must equal at least $100.

. If the amount of each withdrawal drops below $100 or the total value
of your contract becomes less that $5,000, we will suspend the plan
and notify you.

. You may cancel the plan at any time.

. We reserve the right to modify the terms or conditions of the plan at
any time without prior notice.

WHAT HAPPENS IF THE ANNUITANT DIES BEFORE MY CONTRACT'S DATE OF MATURITY?

25
<PAGE>

We will pay a "standard" death benefit, unless you have chosen an "enhanced
death benefit rider," as discussed below.

STANDARD DEATH BENEFIT

The standard death benefit is the greater of:

. the total value of your contract, adjusted by any then-applicable
market value adjustment, or

. the total amount of premium payments made and extra credits credited,
minus any partial withdrawals and related withdrawal charges.

We calculate the death benefit value as of the day we receive, at the John
Hancock Annuity Servicing Office:

. proof of the annuitant's death, and

. any required instructions as to method of settlement.

ENHANCED DEATH BENEFIT RIDER

26
<PAGE>

. the total value of your contract (adjusted by any market value
adjustment) as of the date we receive due proof of the annuitant's
death.

For these purposes, however, we count only those contract anniversaries that
occur BEFORE (1) we receive proof of death and (2) the anniversary of the
contract nearest the annuitant's 81st birthday.

This rider (and related charges) will terminate on the contract's date of
maturity, upon your surrendering the contract, or upon your written request that
we terminate it.

WHAT OTHER BENEFITS CAN I PURCHASE UNDER A CONTRACT?

. is unable to perform at least 2 activities of daily living without
human assistance or has a cognitive impairment, and

. is receiving certain qualified services described in the rider.

27
<PAGE>

In certain marketing materials, this rider may be referred to as
"CareSolutions Plus."

Guaranteed retirement income benefit. Under this rider, we will guarantee the
------------------------------------
amount of annuity payments you receive, if the following conditions are
satisfied:

. The date of maturity must be within the 30 day period following a
contract anniversary.

<PAGE>

of payment, if you choose the guaranteed income benefit under this rider.

CAN I RETURN MY CONTRACT?

In most cases, you may return your contract for any reason within 10 days
after you receive it. If you do, we will pay you the total value of your
contract minus the extra credit deduction (as defined below), adjusted by any
then-applicable market value adjustments and increased by any charges for
premium taxes that we have deducted. The "extra credit deduction" is equal to
the lesser of (1) the portion of the total value of your contract that is
attributable to any extra credits and (2) the amount of all extra credits.
Thus, you receive any gain and we bear any loss on extra credits if you return
your contract within the time period specified above. However, there are some
exceptions to the general rules stated above:

. If you return a contract that is an individual retirement annuity
("IRA"), you will receive the gross premiums you paid.

. If your contract was issued in California after your 60/th/ birthday,
you may return the contract within 30 days and receive the gross
premiums you paid.

. If your contract was issued in North Dakota, you may return it within
20 days and receive the gross premiums you paid.

29
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages __ through __.

CONTENTS OF THIS SECTION PAGES TO SEE

Description of JHVLICO..............................

Who should purchase a contract......................

How we support the variable investment options......

How we support the guarantee periods................

How the guarantee periods work......................

The accumulation period.............................

The annuity period..................................

Variable investment option valuation procedures.....

Distribution requirements following death of
owner.............................................

Miscellaneous provisions............................

Tax information.....................................

Further information about JHVLICO...................

Management's discussion and analysis................

Year 2000 impact....................................

Performance information.............................

Reports.............................................

Voting privileges...................................

Certain changes.....................................

Distribution of contracts...........................

Impact of the year 2000 issue.......................

Experts.............................................

Registration statement..............................

Appendix A - Details About Our Guarantee Periods....

Appendix B - Examples of Withdrawal Charge
Calculation.......................................

<PAGE>

DESCRIPTION OF JHVLICO

WHO SHOULD PURCHASE A CONTRACT?

. pension and profit-sharing plans qualified under Section 401(c) of
the Code, known as H.R. 10 Plans;

. pension or profit-sharing plans qualified under sections 401(a) or
403(a) of the Code, known as "corporate plans";

. plans qualified under Section 401(k) of the Code;

. annuity purchase plans adopted under Section 403(b) of the Code by
public school systems and certain other tax-exempt organizations;
and

. individual retirement annuity ("IRA") plans satisfying the
requirements of Section 408 of the Code.

<PAGE>

HOW WE SUPPORT THE VARIABLE INVESTMENT OPTIONS

HOW WE SUPPORT THE GUARANTEE PERIODS

HOW THE GUARANTEE PERIODS WORK

. withdraw all or a portion of any such amount from the contract,

. allocate all or a portion of such amount to a new guarantee period or
periods of the same or different duration as the expiring guarantee
period, or

. allocate all or a portion of such amount to one or more of the
variable investment options.

GUARANTEED INTEREST RATES

Each guarantee period has its own guaranteed rate. We may, at our discretion,
change the guaranteed rate for future guarantee periods. These

<PAGE>

CALCULATION OF MARKET VALUE ADJUSTMENT ("MVA")

. death benefits pursuant to your contract,

. amounts you apply to an annuity option, and

. amounts paid in a single sum in lieu of an annuity.

For this purpose, we consider that the amount withdrawn from the guarantee
period includes the amount of any negative MVA and is reduced by the amount of
any positive MVA.

The mathematical formula and sample calculations for the market value
adjustment appear in Appendix A.

THE ACCUMULATION PERIOD

YOUR VALUE IN OUR VARIABLE INVESTMENT OPTIONS

Each premium payment, extra credit or transfer that you allocate to a variable
investment option purchases "accumulation units" of that variable investment
option. Similarly, each withdrawal or transfer that you take from a variable
investment option (as well as certain charges that may be

<PAGE>

allocated to that option) result in a cancellation of such accumulation units.

VALUATION OF ACCUMULATION UNITS

To determine the number of accumulation units that a specific transaction will
purchase or cancel, we use the following formula:

Therefore, at any time prior to the date of maturity, the total value of your
contract in a variable investment option can be computed according to the
following formula:

YOUR VALUE IN THE GUARANTEE PERIODS

On any date, the total value of your contract in a guarantee period equals:

. the amount of premium payments, extra credits or transferred amounts
allocated to the guarantee period, MINUS

. the amount of any withdrawals or transfers paid out of the guarantee
period, MINUS

. the amount of any negative market value adjustments resulting from
such withdrawals or transfers, PLUS

. the amount of any positive market value adjustments resulting from
such withdrawals and transfers, MINUS

. the amount of any charges and fees deducted from that guarantee
period, PLUS

. interest compounded daily on any amounts in the guarantee period from
time to time at the effective annual rate of interest we have
declared for that guarantee period.

THE ANNUITY PERIOD

Annuity payments are made to the annuitant, if still living. If more that one
annuitant is living at the date of maturity, the payments are made to the
younger of them.

DATE OF MATURITY

. at least 6 months after the date the first premium payment is applied
to your contract, and

. no later than the maximum age specified in your contract (normally
age 95).

<PAGE>

Subject always to these requirements, you may subsequently change the date of
maturity. The John Hancock Annuity Servicing Office must receive your new
selection at least 31 days prior to the new date of maturity, however. Also, if
you are selecting or changing your date of maturity for a contract issued under
a tax qualified plan, special limits apply. (See "Contracts purchased for a
tax-qualified plan," beginning on page __.)

CHOOSING FIXED OR VARIABLE ANNUITY PAYMENTS

Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

SELECTING AN ANNUITY OPTION

Subject to that $50 minimum limitation, your beneficiary may elect an annuity
option if

. you have not made an election prior to the annuitant's death;

. the beneficiary is entitled to payment of a death benefit of at least
$5,000 in a single sum; and

. the beneficiary notifies us of the election prior to the date the
proceeds become payable.

VARIABLE MONTHLY ANNUITY PAYMENTS

<PAGE>

purchase rates. In most cases they vary by the age and gender of the annuitant
or other payee.

The amount of each subsequent variable annuity payment under that variable
investment option depends upon the investment performance of that variable
investment option. Here's how it works:

. if that actual net investment return exceeds the "assumed investment
rate" (explained below), the current monthly payment will be larger
than the previous one.

. if the actual net investment return is less than the assumed
investment rate, the current monthly payment will be smaller than the
previous one.

ASSUMED INVESTMENT RATE
-----------------------

The assumed investment rate for any variable portion of your annuity payments
will be 3 1/2 % per year, except as follows.

FIXED MONTHLY ANNUITY PAYMENTS

. the applicable fixed annuity purchase rate shown in the appropriate
table in the contract; or

. the rate we currently offer at the time of annuitization. (This
current rate may be based on the sex of the annuitant, unless
prohibited by law.)

ANNUITY OPTIONS

<PAGE>

OPTION B: LIFE ANNUITY WITHOUT FURTHER PAYMENT ON DEATH OF PAYEE - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

If the payee is more than 85 years old on the date of maturity, the following
two options are not available without our consent:

. Option A: "life annuity with 5 years guaranteed" and

. Option B: "life annuity without further payment on the death of
payee."

VARIABLE INVESTMENT OPTION VALUATION PROCEDURES

DISTRIBUTION REQUIREMENTS FOLLOWING DEATH OF OWNER

<PAGE>

IF YOU DIE BEFORE ANNUITY PAYMENTS HAVE BEGUN:
.if the contract's designated beneficiary is your surviving
spouse, your spouse may continue the contract in force as the
owner.
.if the beneficiary is not your surviving spouse OR if the
beneficiary is your surviving spouse but chooses not to continue
the contract, the entire interest (as discussed below) in the
contract on the date of your death must be:
(1) paid out in full within five years of your death or
(2)applied in full towards the purchase of a life annuity on the
beneficiary with payments commencing within one year of your
death
If you are the annuitant, as well as the owner, the entire interest in the
contract on the date of your death equals the death benefit that then
becomes payable. If you are the owner but not the annuitant, the entire
interest equals
. the surrender value if paid out in full within five years of your
death, or
. the total value of your contract applied in full towards the
purchase of a life annuity on the beneficiary with payments
commencing within one year of your death.
IF YOU DIE ON OR AFTER ANNUITY PAYMENTS HAVE BEGUN
.any remaining amount that we owe must be paid out at least as
rapidly as under the method of making annuity payments that is
then in use.
- ----------------------------------------------------------------------------

Notice of the death of an owner or annuitant should be furnished promptly to
the John Hancock Annuity Servicing Office.

MISCELLANEOUS PROVISIONS

ASSIGNMENT; CHANGE OF OWNER OR BENEFICIARY

<PAGE>

receive them, whether or not you or the annuitant is then alive. However, these
changes are subject to:

. the rights of any assignees of record and

. certain other conditions referenced in the contract.

An assignment, pledge, or other transfer may be a taxable event. See "Tax
information" below. Therefore, you should consult a competent tax adviser
before taking any such action.

TAX INFORMATION

OUR INCOME TAXES

We are taxed as a life insurance company under the Internal Revenue Code (the
"Code"). The Account is taxed as part of our operations and is not taxed
separately.

CONTRACTS NOT PURCHASED TO FUND A TAX QUALIFIED PLAN

UNDISTRIBUTED GAINS
-------------------

ANNUITY PAYMENTS
----------------

SURRENDERS AND WITHDRAWALS BEFORE DATE OF MATURITY
--------------------------------------------------

<PAGE>

taxable as ordinary income up to the amount of such "gain". Taxable withdrawals
may also be subject to the special penalty tax for premature withdrawals as
explained below. When only the investment in the contract remains, any
subsequent withdrawal made before the date of maturity will be a tax-free return
of investment. If you assign or pledge any part of your contract's value, the
value so pledged or assigned is taxed the same way as if it were a partial
withdrawal.